In a case demonstrating the perils of the “do-it-yourself” approach to negotiating contracts, Baum v. Helget Gas Products, Inc., the Eighth Circuit held that whether handwritten notes signed by both parties constituted an enforceable contract was an issue best left to a jury, not a judge. The case involved a dispute between a salesman and his employer over the former’s termination.
Plaintiff applied for a sales job at Helget Gas Products (HGP). He met with two HGP representatives to discuss his application, insisting on a written, three-year employment contract. The three then discussed the salary and benefits which plaintiff would receive in each of three years. HGP subsequently offered plaintiff a job. At plaintiff’s request, HGP agreed to have plaintiff’s meeting notes typed up and signed. When HGP didn't produce a draft of the agreement, plaintiff asked HGP to sign plaintiff’s meeting notes. After plaintiff and HGP added the words "contract with HGP Gas Products St. Louis Mo. Market" to the notes, they signed the document. The document did not expressly state that plaintiff would be employed for a three-year term.
When things didn't work out, HGP fired plaintiff. Plaintiff sued, alleging breach of contract and negligent and fraudulent misrepresentation. The district court entered summary judgment in HGP’s favor on all claims. According to the court, the handwritten paper could be construed as a contract projecting salary and benefits for three years, but found that it didn't obligate HGP to employ plaintiff for a definite term. The court also concluded that no one at HGP made any misrepresentations to plaintiff.
The Eight Circuit reversed on the contract claim. It held:
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That in Missouri employment relationships are terminable at will unless a contract specifies the employment’s duration or limits the reasons for discharge;
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That summary judgment in a contract case is appropriate only where the contract language is so clear and unambiguous that the contract's meaning is readily apparent from its face;
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That where the contract is ambiguous, a question of material fact exists as to the parties' intent that must be resolved by a jury;
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That the contract was reasonably susceptible to more than one interpretation, given it’s label as a "contract with Helget Gas Products" and the nature of some of the benefits offered to plaintiff by HGP; and
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That because the contract is ambiguous on its face, a jury must determine the parties’ intent.
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