300 Mass. 362 | Mass. | 1938
The principal averments of the bill, summarily stated, are these: The plaintiff made and sold coats, aprons, and other apparel and was in the linen supply and laundry
Findings of the master support the bill as to the nature of the contract with Pritchard. They show that he left the employ of the plaintiff in February, 1936; that Geehan and Coakley caused The Boston-Puritan Company to be organized in 1933; that that corporation is competing with the plaintiff and has acquired some of the business formerly done by the plaintiff; and that Geehan, who was employed by the plaintiff as a designer and cutter, and one Duggan, who was a bookkeeper for the plaintiff, actively
Recurring to the averments of the bill, it will be seen that the plaintiff’s case, in so far as it affects the three defendants last mentioned, rests solely upon the theory that they joined with Pritchard in assisting Pritchard to break his contractual and perhaps also his fiduciary obligations to the plaintiff with knowledge of those obligations. See Lindsay v. Swift, 230 Mass. 407. The plaintiff must prevail, if at all, upon the case stated in its bill. Pickard v. Clancy, 225 Mass. 89, 95. National Rockland Bank of Boston v. Johnston, 299 Mass. 156, 157.
The remaining findings of the master do not, we think, go quite far enough to prove the case alleged.. The report consists almost entirely of detailed subsidiary findings. Pritchard knew that a competing corporation was being formed. Geehan and Coakley met each other through him. He talked with them about a new company, but what he said does not appear. He told Geehan that Duggan would like to go into the new business. He talked with one Anderson, and “in part at least” as a result Anderson bought stock, and a check for part of the price, payable to Duggan, was indorsed by Duggan and Pritchard. It is not found that Pritchard tried to sell this stock, nor how he came to indorse the check. In one or two instances Pritchard seems to have had some knowledge of transactions of the new corporation after it began business. But it is not found that Pritchard originated the idea of a competing corporation, or that he assisted in forming it, or that he had any financial interest in it through stock or
Final decree affirmed with costs of appeal.