Cohen v. Berlin & Jones Envelope Co.

41 N.Y.S. 345 | N.Y. App. Div. | 1896

Williams, J.:

. A contract will not be adjudged to have been illegal when it is capable of a construction which will render it valid., The law will not presume that a contract was made with intent to violate the law, nor is it enough to vitiate a contract that a suspicion or probability of an. unlawful intent arises from the contract itself. (Lorillard v. Clyde, 86 N. Y. 384.)

It seems to us that it cannot be said from an examination of this contract, in the absence of evidence with reference to the circumstances surrounding its execution, the character and business of' the .parties, and the manner in which they conducted the business under the contract,:that their intent was to violate the law in any.of the respects claimed by the appellant.

It cannot be said that the -design was to restrict the -manufacture and sale of envelopes, because the plaintiff was in no way restricted as to the quantity which he should manufacture or sell. It cannot be said that the defendants were in any way restricted in the .manufacture or sale of envelopes. Indeed, it does not appear that they were engaged in the manufacture of envelopes at. all, or to what extent, before or, after the contract was made. It cannot be said that there was any. illegal combination to fix or maintain the prices of envelopes. All .agreements to' fix and maintain the prices of conn modifies are not illegal. It does not appear that the prices of any envelopes, except those manufactured by the plaintiff, were to be fixed or maintained under the contract. It was provided that the defendants would purchase a- certain quantity of the. envelopes manufactured by the plaintiff, at certain prices to be fixed by the Standard Envelope Company, which company was under the control of the defendants, and that the plaintiff should not sell to other parties for any less price, but this alone was not illegal. (Holtz v. Schmidt, 59 N. Y. 253.)

It is claimed that the fifteenth clause in the contract restrained the defendants from selling the envelopes manufactured by them at any lower price than that at which the defendants had covenanted to buy, but, as before stated, it does not appear'that the defendants manufactured any envelopes, or to what extent they so manufactured them. This clause, moreover, is vague and uncertain, and there is doubt as to the intention of the parties in the language used. •

Evidence outside the contract is needed to explain its meaning, and show what the .parties intended by it. We cannot say, from the language of the contract itself, that it contains any unlawful agreement between the parties to fix or maintain the prices at which envelopes should be bought or sold. For some years after the contract was made the parties carried on business under and pursuant to its terms. It does not appear what the character of the business so carried on was, or whether -such business indicated an unlawful intent or not. When all the facts shall have been brought out upon the trial of the case the court will be able to determine, in view of-the acts of the parties in making the contract and carrying it out, as to its legality. We do not feel at liberty, from a mere examination of the contract itself, and from a consideration of such facts as are alleged in the complaint, which are deemed established, for the purpose of this demurrer, to construe the contract, so as to hold it illegal, for any of the reasons claimed on the part of the appellant.

Our conclusion is that the judgment should be affirmed, with costs, with leave to the appellant, to answer upon the usual terms.

Van Brunt, P. J., Barrett, Rumsey and Patterson, JJ., concurred.

Judgment affirmed, with costs, with leave to the appellant to answer on the usual terms.