Garst v. Charles

187 Mass. 144 | Mass. | 1905

Knowlton, C. J.

The plaintiff, being the owner and manufacturer of a proprietary medicine known as phenyo caffein, sold it only to retail dealers under contracts in which they agreed not to sell it at less than a specified price, and he undertook to stipulate that purchasers from his purchasers should obtain and sell it only under such an agreement. His right to secure such advantages to himself, so far as possible by contracts in proper form, is not now questioned. See Garst v. Harris, 177 Mass. 72; Park & Sons Co. v. National Wholesale Druggists’ Association, 54 App. Div. (N. Y.) 223.

The defendant is a retail druggist who knew that all phenyo caffein was sold by the plaintiff under the contracts referred to, and with notices affixed to the small boxes and to the larger packages showing the understanding of the plaintiff and of the purchasers as to the price at which it might be sold. After buying a quantity of medicine from the plaintiff, he returned it, in accordance with the terms of his contract under which he had a right to return it if he wished to discontinue the business of selling it, and he notified the plaintiff’s agents that he should not keep the medicine. He then procured one Bickford, who was a retail druggist, to buy a large quantity of the medicine from the plaintiff’s agents, and Bickford entered into a contract such as has been referred to, and agreed that he would fulfil all the terms of the contracts and notices affixed to the boxes and packages, one of which was that he would act as the agent of the plaintiff and would not sell the medicine at less than the specified price. He purchased the goods at a much less price, which was the discount rate made by the manufacturer to the retail trade, as stated in the contract. He then turned it over to the defendant at the purchase price, and the defendant has been selling it and advertising it for sale at retail at less than-the specified price. All this was in pursuance of a conspiracy between the defendant and Bickford that Bickford should make this contract and should break it, to the injury of the plaintiff for the benefit of the defendant.

A conspiracy to deprive one of the benefit of a contract with another is unlawful. Carew v. Rutherford, 106 Mass. 1. Walker v. Cronin, 107 Mass. 555. Vegelahn v. Guntner, 167 Mass. 92. Plant v. Woods, 176 Mass. 492. The defendant’s arrangement with Bickford that he should break the contract was a wrong upon the plaintiff, intended for the defendant’s advantage. The scheme was fraudulent. The purpose of the defendant was to induce the plaintiff to part with his property at a comparatively low price to a person who was in fact a retail druggist, and who represented by his words and conduct that he wanted the medicine to sell at retail, and who agreed not to sell it at less than the regular retail price, when in fact he was obtaining it under an arrangement to turn it over to the defendant at the wholesale price, to be sold by him at retail at less than the regular price. The defendant was a party to this scheme of fraud, and presumably was the author of it. He should be held liable for the wrong. Exchange Telegraph Co. v. Central News, [1897] 2 Ch. 48. Dodge Co. v. Construction Information Co. 183 Mass. 62. In this respect the case is very different from Garst v. Hall & Lyon Co. 179 Mass. 588. See also Taddy v. Sterious, [1904] 1 Ch. 354.

The suit is one which calls for relief in equity. The damages are of a kind that cannot be accurately computed or easily estimated. The remedy at law is not complete and adequate, and an injunction with damages for the injury already suffered gives the only proper relief.

Decree affirmed.