208 Pa. 37 | Pa. | 1904
Opinion bt
On and prior to September 8,1899, the appellant and certain other parties, under the partnership name of DeHaven & Company, Limited, were engaged in the business of manufacturing and selling stoves, ranges, furnaces, heating appliances and kindred manufactures. On that date, DeHaven & Company, Limited, by a written bill of sale, sold to the appellee for the consideration therein mentioned, its personal property, including the goodwill of the business, also cash,book accounts, etc., and therein agreed as follows: “ And in consideration of the purchase of said property by the party of the second part (the appellee), the party of the first part covenants and agrees that for and during the period of five years from the date hereof, L. W. DeHaven, A. C. DeHaven, John A. Rowe, Philip Mowry and Charles W. Goodnough shall not engage, directly or in
The appellee filed a bill in the court below alleging that the appellants, Addison C. DeHaven and John A. Rowe,.were violating their covenants not to engage in the business of manufacturing and selling stoves, etc., and praying the court to enjoin them from continuing in the business for the period of five years from September 1,1899. The injunction was granted as prayed for against Lyman W. DeHaven, the appellant, but was refused as to the other defendants.
It is conceded that the contract in question is reasonable as to time and territory, but the appellant resists the right of the plaintiff to have an injunction against him on two grounds: 1. The contract was not founded upon a sufficient consideration, and 2. The appellant is not shown to have violated the contract.
1. A contract in partial restraint of trade must, like any other contract, have a consideration to support it. A valuable consideration, however, is sufficient. The law does not impose upon a party seeking to enforce such a contract the duty of showing that the consideration is adequate. As is well said by Rogers, J., in Hind v. Holdship, 2 Watts, 104: “It is not essential that consideration • should be adequate in point of actual value. The law does not weigh the quantum of con
These authorities 'dispose of the question of consideration in the present case. Here the appellee purchased the property and good will of the business from the appellant, who covenanted in the contract not to engage in the business again for a period of five years. The validity of the agreement is not attacked on the ground of fraud, accident or mistake. By his answer it appears that the appellant unquestionably received a valuable consideration as an inducement for entering into the contract. He admits that he received dividends on certain stocks received by him from the appellee, as a consideration for entering into the agreement, but says that the stock “ would not sell in the market at the present time for over twenty-five thousand dollars.” This shows a valuable consideration for which the appellant sold- the property and good will of the business and agreed not to engage in the business again. It may be, as the answer alleges, that the consideration was, or has become, inadequate by reason of the depreciation of the stocks received by the appellant; but, if true, it does not justify him in violating his contract. Because of the inadequacy of the consideration he has received his bargain may be a hard one, but the law does not regard that as a sufficient reason .why he should refuse to perform it. As tersely put by Black, J., in Harris v. Tyson, 24 Pa. 347, every man must bear the loss of a bad bargain legally and honestly made.
2. It is strenuously insisted by the appellant that he is not engaged in business in violation of his contract with the appellee. The Pennsylvania Stove Company was incorporated under the laws of this state on September 5, 1901, and is engaged at Elwood, in Lawrence county, in the business of manufacturing stoves, ranges, furnaces and kindred manufactures, and in selling the product of its manufacture in this and other states; The business of this company is the same as
A contract in partial restraint of trade will be sustained when it is confined in its operation to affording a fair protection to the interests of the party in whose favor it is made. It is then held to be reasonable and not in conflict with the interests of the public. Of course, it cannot be denied that the Pennsylvania Stove Company was engaged in a business similar to that of the plaintiff. That must be conceded. It carries on its business by its employees. Presumably they are selected by their employer by reason of their special fitness for the respective positions they fill in the service. In this way the business is carried on in competition with others engaged in similar business. The appellant, as is clearly disclosed by the evidence, not only assists in the manufacture of the arti
The practice of the learned trial judge in stating his findings of fact and conclusions of law is not in accordance with good equity practice. While the judge is required to answer specifically requests for findings of both fact and law, he should also find and state in connected and paragraphic form his findings of fact and conclusions of law. As said by the court in Schmidt v. Baizley, 184 Pa. 527, it is the usual practice in cases of this character for the court to express its findings in
The assignments of error are overruled and the decree is affirmed.