210 Wis. 467 | Wis. | 1933
The contract in suit is one in restraint of trade which is tersely defined as one whose “performance would limit competition in any business or restrict a prom-isor in the exercise of a gainful occupation.” Such a contract “is illegal if the restraint is unreasonable,” and such a contract “is unreasonable . . .if. . . it (a) is greater than is required for the protection of the person for whose benefit the restraint is imposed, or (b) imposes undue hardship upon the person restricted.” Restatement of the Law of Contracts, secs. 513, 514, 515. It will be observed that the findings of the learned trial judge designated above as (17) and (18) find as facts that the contract in suit is unreasonable as violating (a) above, and in effect for violating (b). Finding (17) appears to us to be amply supported by the evidence as does (18) when other evidentiary facts found are considered in connection with it.
The differences between the facts in the two cases justify the difference in the judgments, when we consider the reasons , that have governed and should govern courts in determining the validity of contracts in restraint of employment and in denying in junctional relief upon them. Formerly the sole reason for holding contracts in restraint of trade void was that they were contrary to public policy because the public should have the benefit of the services and business ability of everybody everywhere. With change of conditions this in time came to be modified so that such contracts were considered valid if reasonable for the protection of the business-for which the restraints of the contract were imposed. This has again been modified so that the interests not only of the public and the business for which the restraint is imposed but also of 'the party restrained are considered, and if the restraint is reasonable upon consider
“The public have an interest in every person’s carrying on his trade freely; so has the individual. All interference with individual liberty of action in trading, and all restraints of trade of themselves, if there is nothing more, are contrary to public policy, and therefore void. That is the general rule. But there are exceptions: restraints of trade and interference with individual liberty of action may be justified by the special circumstances of a particular case. It is a sufficient justification, and, indeed it is the only justification, if the restriction is reasonable, — reasonable, that is, in reference to the interests of the parties concerned, and reasonable in reference to the interests of the public, so framed and so guarded as to afford adequate protection to the party in whose favor it is imposed, while at the same time it is in no way injurious to the public.”
The question always resolves itself into “what is a reasonable restraint with reference to the particular case.” Id. p. 32. “Any restraint is unreasonable” which is more extensive “than the interests of the party with whom the contract is made can possibly require.” Id. p. 34. There is greater scope of restraint in contracts between vendor and vendee than between employer and employee. In the latter class of cases there is “small scope for the restraint of the right to labor and trade and a correspondingly small freedom of contract.” In such cases “in order that the court may uphold and enforce a restriction, . . . the court must find that the facts alleged disclose a restriction on the employee reasonably necessary for the fair protection of the employer’s business or rights, and not unreasonably restricting the rights of the employee, due regard being had to the interests of the public and the circumstances and conditions under which the contract is to be performed.” Samuel Stores v. Abrams, 94 Conn. 248, 108 Atl. 541, 9 A. L. R. 1450, 1454, and cases there cited. If the reasonable and
By the Court. — The judgment of the circuit court is affirmed.