38 Minn. 255 | Minn. | 1888
This action is brought to recover damages for the-alleged breach by defendant of the following contract, entered into-between the parties:
“Minneapolis, Minn., February 27, 1886.
“In consideration of Nelson, Tenney & Co., of Minneapolis, having purchased my stock of lumber, lath, shingles, sash, doors, etc., at Winthrop, Minn., and paid me a bonus of five hundred dollars ($500) for the good-will of the business, I do hereby agree to and with said Nelson, Tenney & Co. that I will not engage in the lumber business, directly or indirectly, at said Winthrop, nor at the towns of Gaylord or Gibbon, Minnesota. Should I at any time within a period of five years violate my agreement above mentioned, by engaging in the lumber business, either directly or indirectly, I agree to pay to the said Nelson, Tenney & Co. a penal sum of two thousand dollars, ($2,000.)
“N. Johnson.”
The defendant’s trade extended for a distance of ten miles from Winthrop, and the villages of Gibbon and Gaylord are within that distance. The contract was therefore reasonable, and not unlawfully in restraint of trade, and was valid and binding on the defendant. The only questions to be considered are (1) Whether the uncontroverted evidence is
The defendant sold out his stock and business to the plaintiffs, and agreed not to engage in it again for five years at the places designated, either directly or indirectly, and large damages are stipulated in case of breach of the agreement. The contract is not to be extended, by construction, beyond the fair and natural import of the language used, but full effect must be given to the intent of the parties as thereby expressed. The action is for the stipulated damages for the alleged violation of defendants express covenant or agreement not to engage in the business, directly or indirectly. From >he circumstances of his' giving up and selling out his business entirely, including the good-n ill thereof, we should naturally infer that the parties meant, by the terms used, that the defendant was to keep out of it, and was not to enter it again, either alone or with another, or in his name or for him, in any such capacity (whether salesman, foreman, or managing agent) as would naturally result in working the mischief which it was the plain purpose of the contract to prevent. The words “directly or indirectly” emphasize the agreement, and permit no evasion of its purpose and object. To engage his services to or in assisting a rival dealer in the same business, to solicit and make sales, and to influence buyers in that market, including his old customers, would, we think, be fairly within the terms of the contract. But it refers to engaging in business; it does not extend merely to isolated acts which might tend to interfere with the plaintiffs’ business, or to occasional services voluntarily rendered for the convenience or accommodation of another in good faith. Nor do we think it would include subordinate employment, not affecting the management or control of the business, or directly influencing custom.
In Whitney v. Slayton, 40 Me. 224, a covenant not to engage in the business of iron-casting within certain limits was held broken by the obligor’s becoming a stockholder in a corporation carrying on that business, or being employed by such corporation in conducting it. In Finger v. Hahn, 42 N. J. Eq. 606, (8 Atl. Rep. 654,) the defendant sold out his butcher business, and agreed “not to carry on the
Order affirmed.