Appeal from the Circuit Court of Baltimore City; Jones, J.
Henderson, Hammond, Horney, Marbury and Sybert, JJ. Sybert, J., delivered the opinion of the Court.
This appeal involves a controversy between a principal and an agent as to the time when their agency relationship terminated. The solution of that issue will determine whether or not the principal is liable to the agent for commissions during the period in dispute.
On January 1, 1961, the appellant, Herbert Buchholtz, was retained by the appellee, Bert Goodman Signs, Inc., of Baltimore, to act as its sales agent and representative in the New York City area. The appellee was in the business of manufacturing signs for food chain stores. At first there was an oral agreement that Buchholtz would be paid a retainer of $150.00 a month for the servicing of old accounts, and in addition a commission of 15% on all sales made to accounts obtained by him subsequent to January 1, 1961. After Buchholtz requested that the agreement be put in writing, the appellee wrote a letter to him on March 29, 1961, setting out the above terms and further stating that he would be furnished, on a weekly basis, with copies of all bills or statements of sales made to customers obtained by him. Thereafter the appellee did in fact furnish Buchholtz weekly with copies of invoices of all sales to his accounts.
In addition, at the beginning of each month the appellee sent him a recapitulation sheet setting forth all sales made to accounts obtained by him and the commissions due him, together with a check for the total amount of commissions and retainer for the preceding month.
This arrangement continued into the month of August, 1962. Previously, in June, 1962, Buchholtz had sent to the appellee an offer to enter into a new agency contract, which the appellee refused to accept. On August 11, 1962, Buchholtz went to the appellee's place of business to attempt again to obtain a new contract which would give him a commission on all sales in the New York area, whether the customers were obtained by him or by the appellee. Again, the appellee refused to accept the proposed contract.
Thereafter, some dissension developed between the parties, though the commissions for the month of August were paid by the appellee, at least in part, in September, 1962, as scheduled. On October 8, 1962, Bertram Goodman, the president of the appellee company, mailed to Buchholtz a check for $1,000.00, together with a letter, which read:
Enclosed check for $1,000.00 on account we haven't completed our figures for the month, however I did not want to keep you waiting. This should hold you until I complete the accounts this week-end. I am returning Harvest Lodge letter and request in all fairness don't you think that is in your department under the heading of pay-offs, good will and general sales expense.
Goodman conceded in his testimony that "the month" mentioned in the letter referred to September, 1962. Buchholtz returned the check to the appellee with a notation that he was doing so in order that a check for the full amount of "back monies due from July, August and up-to-date as per your letter" could be forwarded to him by the ...