This is a petition seeking to have the defendant adjudged in contempt for an alleged violation. of a decree restraining him from competing with the plaintiff in certain situations. The case was heard by a judge who found the defendant in contempt and submitted the issue of damages to a master. A final decree was entered awarding damages, including attorney’s fees, to the plaintiff. The defendant appeals from this decree and the plaintiff appeals from it in so far as it disallowed interest on the award of damages.
Portions of the evidence heard by the judge have been designated by the parties. See Cohen v. Santoianni, 330 Mass. *271 187, 190. The relevant facts are as follows. 1 The plaintiff is engaged in the industrial laundry business and has a plant in New Bedford serving the New England area. The defendant was employed by the plaintiff as its general manager at New Bedford for about three years prior to November 7, 1964, when he resigned and started his own industrial laundry business in New Bedford. The plaintiff soon thereafter filed a bill in equity to enjoin the defendant from competing with it in violation of a restrictive covenant in his employment agreement. To dispose of this suit a final decree, consented to by the defendant, was entered enjoining the defendant from soliciting industrial laundry business, including dust control equipment and supplies to “any person, firm, corporation or agency being served by Plaintiff on March 22, 1965” in Massachusetts, Rhode Island and several Connecticut comities (hereinafter called the prohibited territory) for a period of three years ending November 7, 1967. 2 The plaintiff is a large company with business operations in about twenty States. It does $1,800,000 of business yearly. The defendant operates on a much smaller scale. Since 1961 the plaintiff has been awarded, upon competitive bidding, annual contracts with General Services Administration (hereinafter called G.S.A.) to furnish dust control items to approxi *272 mately 250 post offices in the New England States including the prohibited territory. Some of these contracts were signed by the defendant who was then the plaintiff’s general manager.
On September 22, 1966, the defendant submitted bids for the G.S.A. dust control contract for which the plaintiff had bid at an earlier date. The defendant was found to have submitted the low bids in the major portion of the prohibited territory. The next lowest bidder, a representative of the plaintiff, was present at the opening of the bids and made a record of them. No representative of the defendant was present.
The plaintiff knew that the defendant could have withdrawn his bid without penalty, and was aware that to complete the contract he would have to invest a substantial amount of money in materials and equipment. No attempt was made to communicate with the defendant by the plaintiff concerning the injunction ordered in the consent decree. The plaintiff, however, informed G.S.A. of that injunction. G.S.A. nonetheless entered into a contract with the defendant. On November 2, 1966, the defendant began to service the installations under this contract. On December 27, 1966, the contempt proceedings were commenced. The plaintiff explains the delay in action by the fact that there was a change in general manager during this period and that the president of the company was out of the country until mid-November.
After a trial upon the merits, the judge found that G.S.A. was an agency being served by the plaintiff in the prohibited territory on March 22, 1965; that the defendant solicited the dust control business and furnished dust control items to G.S.A.; and that the “submission of the bid, the acceptance of the award and the furnishing of dust control equipment and supplies to G.S.A. thereafter by the defendant was in violation of the . . . [consent] decree.”
On June 29, 1967, upon the plaintiff’s motion, the court amended its original order adjudging the defendant in contempt by requiring the defendant to cease and desist *273 from furnishing dust control equipment and supplies to G.S.A. On July 5, 1967, the defendant surrendered his contract to the plaintiff.
The master found that the plaintiff’s, damages amounted to $13,555. He also made an alternate finding that if, as matter of law, his method of computing damages was in error then the plaintiff was entitled to recover its loss of “net profit” on the contract in the amount of $924.69, plus interest.
An interlocutory decree was entered confirming the master’s report and ordering the defendant fined and his property attached in the amount of $13,555. At the same time, upon the plaintiff’s motion for allowance of counsel fees and expenses as additional damages, the matter was again referred to the master. 3
The master found that attorney’s fees amounting to $7,989.83 were reasonable in the circumstances. His report was confirmed by interlocutory decree. A final decree was entered awarding damages in this amount in addition to the $13,555 mentioned above.
Defendant’s Appeal.
1. The defendant argues that his submission of the bid, acceptance of the award, and furnishing of dust control equipment and supplies to G.S.A. did not constitute a violation of the consent decree. He bases this contention on the interpretation of certain key words in the decree. The first of these is “agency.” While the defendant concedes that under the Federal statutory law G.S.A. is clearly an “agency of the Federal Government” (40 U. S. C. [¡1964]] §§ 471-492), he argues that in the context of the decree, public agencies like G.S.A. were not meant to be included. To support this contention he argues that the main reason
*274
courts enforce decrees of this kind is because they are reasonably necessary to protect the good will of the former employer’s business.
New England Tree Expert Co. Inc.
v.
Russell,
We disagree. In the circumstances, including G.S.A. in the prohibited term “agency” is not unreasonable^ G.S.A. was one of the plaintiff’s major accounts, comprising 20% of its dust control business in 1966-1967. The time restriction is limited to three years. The defendant himself had signed previous bids to G.S.A. as the plaintiff’s general manager before leaving its employ. It is conceded that G.S.A. was one of the plaintiff’s customers “being served” with dust control equipment on March 22, 1965, in the prohibited territory. The defendant’s argument that such a finding conflicts with Federal procurement policies and is against public policy is not persuasive. See
Godard
v.
Babson-Dow Mfg. Co.
The defendant next argues that his actions did not amount to “solicitation” because there was no personal contact or personal importunity addressed to a particular individual. We are of opinion that personal contact is not essential to “solicitation.” In the case at bar the acceptance of the lowest bid was the only method used by G.S.A. to determine whom it would engage to perform the contract. .The defendant made use of this process, submitted a bid, and later discussed his bid and his plant capabilities *275 with a representative of G.S.A. This was sufficient “solicitation” to come within the terms of the decree.
The final argument pertaining to definition concerns the word “furnishing.” The defendant- argues that the decree prohibits only the combination of “solicitation” and “furnishing,” and not either alone. We disagree. The decree in two separate parts deals with these as two distinct activities. The portion on “furnishing” begins with the words “further enjoined” (emphasis added). While damages may be established only by proof of actual “furnishing,” “solicitation” is equally enjoined. Thus, even if we held that the defendant here did not “solicit” business from G.S.A., we would still find a violation of the decree from the fact that he did furnish dust control equipment to G.S.A. from November 2, 1966, to July 5, 1967, a fact which the defendant does not dispute.
2. The defendant next contends that the submission of the bid and the acceptance and performance of the award from G.S.A. did not constitute a contempt- of court. To constitute contempt there must be “a clear and unequivocal command in the: injunction and an equally clear and undoubted disobedience.”
Nickerson
v.
Dowd,
3. The defendant advances another argument which is related to that just mentioned. He contends that the plaintiff should have been barred by loches. Laches is a question of fact.
Steward
v.
Finkelstone,
4. The defendant contends that the measure of damages employed by the master is incorrect as a matter of law. The master used a theory designated by an accountant called by the plaintiff as “cash flow.” He accepted the plaintiff’s statement that 44.3% of the expenses involved in its dust control business as a whole for the year 1966-1967 was directly connected with producing that business; that 51.9% of the expenses for the same year was fixed or indirect charges; and that 3.8% would have been the net profit on the contract. The master then found that the plaintiff was entitled to the net profit of the contract plus compensation for the 51.9% of expenses attributable to fixed costs in serving the contract.
The plaintiff relies heavily on
F. A. Bartlett Tree Expert Co.
v.
Hartney,
The proper measure of damages in a case like the present is what the plaintiff would have made had the contract been performed.
John Hetherington & Sons, Ltd.
v.
William, Firth Co.
5. The defendant’s final argument is that the award of counsel fees was excessive. In his brief the defendant takes the position that counsel fees in a civil contempt case are highly unusual. At the arguments, however, the defendant conceded that counsel fees were allowable and contested only the amount of the award.
4
In
Root
v.
MacDonald,
The master’s report reads, "Without detracting from his competence and ability, I find that due to lack of trial experience . . . (The plaintiff’s attorney] did not handle the case as expeditiously as an experienced trial lawyer *278 would have handled it.” The master further found that he did not follow the usual practice of a trial attorney in New Bedford of charging per diem rates for trial work, but rather based bis charges on an hourly rate that turned out to be much higher. We are of opinion that these findings, when considered with the amount- of his award, are somewhat inconsistent. While the master did reduce both the total time and the hourly rate billed by the attorney, these reductions alone are not sufficient in the circumstances.
It has been said that where attorney’s fees are ordered to be paid by the losing party to the prevailing party “the standard is not the same as that applied in an action' by an attorney against a 'client with whom he has voluntary contractual relations. . . . Fees in such cases are awarded on ‘strictly conservative principles.’ ”
Hayden
v. Hayden
Plaintiff’s Appeal.
The plaintiff argues that interest should have been allowed on the award. We perceive nothing in this case “to take it out of the general rule, that in assessing damages of this kind, a plaintiff is not to be awarded interest as interest, but he should be placed in the same position in reference to the injury as if the damages directly resulting from the injury had been paid immediately.”
H. D. Foss & Co. Inc.
v.
Whidden,
Conclusion.
As modified, the interlocutory decrees are affirmed. The final decree is to be modified so as to award damages to the plaintiff in the sum of $924.69 with interest from July 5, 1967, and counsel fees in the sum of $3,150 with interest from the date of the master’s report on that subject. As so modified it is affirmed.
So ordered.
Notes
These facts are contained in the master’s report or found by us from the evidence heard by the judge on the contempt petition. See
Lowell Bar Assn.
v.
Loeb,
The decree reads in pertinent part: “ Decreed that the Defendant A. Roderick Gould ... be enjoined from calling upon or otherwise soliciting or causing to be called upon or otherwise soliciting or assisting the solicitation of (a) Industrial laundry business including . . . pick-up and delivery of industrial laundry items, including . . . dust control equipment and supplies . . .; and (b) Linen supply service business . . . from any person, firm, corporation or agency being served by Plaintiff on March 22, 1965 in the States of Massachusetts and Rhode Island and in the Counties of Wind-ham, Norwich, Manchester, New London, Middlesex and Tolland in the State of Connecticut for a period of three (3) years from November 7, 1964 . . . and that . . . [he] be further enjoined in said area and for said periods from furnishing such industrial laundry items and such linen supply items to any of the aforesaid persons, firms, corporations or agencies being served by the Plaintiff on March 22, 1965 and from furnishing in writing or disclosing in any conversation directly or indirectly the names and addresses or any other information concerning the Plaintiff’s customers to any other person, firm, corporation or agency.”
An endorsement on the plaintiff’s motion signed by the judge read: “On agreement of counsel that Atty. fees & expenses of some amount is due, this matter is recommitted to the Master to verify such amount and to verify and report on all facts pertaining thereto.”
See footnote No. 3 where the defendant agreed in the court below that attorney’s fees and expenses in “some amount . . . [were] due.”