1 Parsons 476 | Pennsylvania Court of Common Pleas, Philadelphia County | 1850
The opinion of the Court was delivered by
This case comes before us on bill and answer. The facts are few and simple. The plaintiff was the owner of a horse, wagon, and the necessary appliances for supplying cam-phine to persons desirous of purchasing the same. He had commenced and prosecuted the business for some time, and had obtained the custom of various persons living in the southern part of the city, whom he supplied regularly with camphine at their houses. Having established this route, he sold his horse, wagon, and appliances, together with the good-will of the route so established by him, to the defendant on a credit. It was agreed between the parties, that if the terms of the contract were not complied with, and payment made according thereto, the defendant should return to the plaintiff the horse, wagon, &c., together with the list of customers on the route, with such others as he should have in the mean time acquired. The defendant not having made the stipulated payments, returned the horse, wagon, &c., together with the list of customers, to the plaintiff, according to the terms of his contract. But he immediately recommenced the business, and continued to supply the customers on the route originally established by the plaintiff, and who were embraced in the list furnished
We can entertain no doubt as to what was the true intent and meaning of the contract between these parties. It was, that if the defendant should either pay the consideration money in the time and manner prescribed, or surrender the property contracted to be sold to him, which not only embraced the horse, wagon, and other mere appliances of the trade, but the good-will and custom of the plaintiff, on the route established originally by his enterprise and industry. It is true that the defendant did surrender the appliances of the trade, and the list of customers originally furnished him, but he retained the really valuable element of the business, the good-will. While he professed to return to the plaintiff his property in statu quo, he really abstracted from it, for ■his own benefit, that which constituted its permanent value. That the plaintiff could have maintained an action at law for this breach of good faith, cannot be doubted. But has he not also the more effective remedy in this Court, of compelling the specific execution of the contract, and of restraining the defendant by injunction from any further violation of it ? It is true, that, as a general rule, equity will not entertain jurisdiction for the specific execution of agreements, respecting things merely personal in their nature. Yet this rule is limited to cases where a compensation in damages furnishes a complete and satisfactory remedy. But in cases where, there exists an utter uncertainty in any calculation of the damages arising from the breach of a contract personal in its nature; where the measure of damages is purely conjectural, equity will intervene; because, though there may exist a remedy at law, yet that remedy is inadequate and inefficient.
The nearest analogies to a case like the present, are to be found in bills brought to prevent a vendor from setting up a trade in the vicinity of a place, where he had formerly carried on such trade, the good-will of which he had sold, under an agreement not to establish a similar trade within certain limits defined in the agreement. In such cases equity has enforced the specific execution of the contract, by enjoining the vendor against setting up such a trade within the prescribed limits, on the ground of the inadequacy of an action at law to give the party aggrieved a full and perfect remedy for such a breach of good faith. Thus, in the case of Har
In each of these cases, an action at law could have been sustained for the breach of the agreements ; for, being covenants restraining the exercise of a trade in a particular place, and not covenants in general restraint of trade, they were valid. Still, however, equity entertained jurisdiction, because it was only by compelling a specific performance of the agreement that the plaintiffs in these cases could obtain complete and perfect justice. In principle, we can perceive no distinction between these cases and the present. In them, the vendor stipulated to leave the trade, in the places designated, in the undisturbed enjoyment of the purchaser of the good-will, and violated his contract by commencing the trade in the same place. In this case the purchaser, according to the true meaning of the contract, stipulated, on his non-compliance with the terms of payment, to surrender the appliances of the trade and the good-will to the vendor. And, instead of a bond fide compliance with his contract, according to its spirit, he sets up the same trade in the same place, and continues to supply the plaintiff’s former customers. In effect taking away from the latter his trade as effectively as if he had possessed himself of it by a bond fide payment of the purchase-money, according to the terms of the contract. In such a case, although an action at law might lie, yet such an action is subject to all the objections of inadequacy and inefficiency, and the measure of damages therein would be equally uncertain and conjectural as in the cases cited, where equity has given relief, because of the want of fulness in the common-law remedies.
It is important that the principle on which the Court acts should not be misconceived. We are aware that a contract for the sale of
It is ordered that an injunction be awarded to restrain the defendant, his servants and agents, from further furnishing eamphine to such of the persons set forth in his answer as are, by the said answer, admitted to have been customers of the plaintiff at the time of the contract entered into between the parties for the sale of the horse, wagon, and list of customers set forth in the bill; and that the defendant pay the costs.
