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ROGER L. SHORT v. COLUMBUS RUBBER AND GASKET COMPANY

NOVEMBER 30, 1988

ROGER L. SHORT
v.
COLUMBUS RUBBER AND GASKET COMPANY, INC.



BEFORE HAWKINS, P.J.; ROBERTSON AND SULLIVAN, JJ.

ROBERTSON, JUSTICE, FOR THE COURT:

I.

This is a suit by a former corporate president for breach of an alleged one year contract of employment. The trial court granted summary judgment for the corporate employer. Our review convinces us that plaintiff president has established genuine issues of material fact on (a) the existence of the contract for a one year term and (b) whether he breached fiduciary duties to the company. Judgment was summary and premature and must be reversed.

 II.

 A.

 Roger L. Short was first employed by Columbus Rubber & Gasket Company as a warehouse clerk in March of 1975. By September of 1982 he had risen to the office of president of the company. At each annual meeting for the next three years the board of directors reelected Short to the office of president. At each of these annual meetings, Short was also elected to serve as a director of the corporation.

 The text of the 1985 resolution which assumes some importance was as follows:

 The President then opened the floor for nomination for officers for the ensuing year. Whereupon, the following were elected by acclamation:

 President: Roger L. Short

 * * *

 It was further resolved, that the annual salary be paid to the President to the corporation in the amount of $72,000.00; . . . .

 In March, 1986, Short was fired. The shareholders resolution removing Short as director and president explains:

 Robert H. Griner informed the other stockholders that he had just received information that Roger L. Short, President of the corporation, was attempting to leave the corporation to enter a competing business and was attempting to entice the present employees of the corporation away and to hire them for the new corporation of which he was to be president.

 Robert H. Griner further informed the stockholders that he had discovered that the corporation had

 financially declined steadily over the last few months to the point that the creditors of the corporation were placing it on C.O.D. basis and that its debts had increased dramatically to the detriment of the corporation. Robert H. Griner further informed the other stockholders that there was perhaps other matters that would cause the other officers and directors of the corporation to doubt the ability of Roger L. Short to effectively serve as president of the corporation.

 After discussion it was on motion duly made, seconded and carried:

 RESOLVED, that Roger L. Short be terminated as President of the corporation and he be removed as a Director of the corporation effective as of the date of this meeting.

 B.

 This civil action was commenced on April 30, 1986, when Short filed his complaint in the Circuit Court of Lowndes County, naming Columbus Rubber & Gasket Company as defendant. Short alleged that the company had breached his one-year employment contract. Short prayed for damages in the amount of his salary for the unexpired term of his contract. Short also claimed that the company had failed to pay his salary for services rendered in his capacity as president from March 15 (the date of his last paycheck) through March 24, 1986 (the date of his termination).

 In answering, the company denied the existence of any employment contract and further denied that Short was entitled to any past or future salary. The company further alleged, by way of counterclaim, that Short had breached his fiduciary duty to the corporation and prayed for damages in the amount of $500,000.00.

 In due course thereafter, the company filed a motion for summary judgment and on November 14, 1986, the Court granted the motion. The Circuit Court ruled that the corporate by-laws and Board resolutions of Columbus Rubber & Gasket Company established that Short's employment contract was terminable at will. The Court further found that Short was guilty of a breach of his fiduciary duty to the company.

 Short now appeals to ...


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