Gollberg v. Bramson Publishing Co.

In January 1978, Bramson Publishing Company (Bramson) (defendant) hired Arthur Gollberg (plaintiff) as an advertising salesperson pursuant to a written employment contract. One section of the contract provided that the contract was to be for a term of one year, to be continued from year to year thereafter, unless terminated pursuant to another section that provided the contract was terminable immediately by either party. In June 1978, Bramson notified Gollberg that his employment was being terminated. Gollberg responded by requesting that no taxes be withheld from his final paycheck, that the contract be amended to permit his termination to take effect immediately, and that Bramson pay him a severance amount. In March 1979, Gollberg sued Bramson for breach of contract, contending that his employment could not be terminated by Bramson prior to January 1979 because the contract did not become terminable at will until after one year. Bramson moved for summary judgment, citing as controlling precedent Brekken v. Reader’s Digest Special Products, Inc., 353 F.2d 505 (7th Cir. 1965), which held that a contract with nearly identical termination provisions was terminable at will at any time. The district court denied Bramson’s motion, finding that the terminability of Gollberg’s employment contract was ambiguous and that it would be appropriate to consider extrinsic evidence of the parties’ intent. During the trial, both Gollberg and Bramson’s president testified that Gollberg never expressed his intent regarding terminability before being notified of his termination. Nor was Gollberg’s intent expressed in letters he subsequently sent to Bramson. Bramson’s president also testified that terminable-at-will contracts for advertising salespersons were standard practice in the publishing industry, which Gollberg did not refute. At the conclusion of the trial, without addressing the parties’ intent regarding terminability, the district court determined as a matter of law that Gollberg’s contract had an initial term of one year and was thereafter terminable at will. The district court held that the termination of Gollberg’s employment during that initial term was a breach of contract and awarded him damages. Bramson appealed.