242 Mass. 58 | Mass. | 1922
The plaintiff seeks by this suit in equity to restrain the defendant from using in any way the names and addresses of his customers in its possession by reason of his business relations with it, and from interfering with the good will of his business by soliciting or inducing his customers to withdraw their patronage from him. The essential allegations of the bill are that the plaintiff is and for some years has been engaged in selling goods on credit by means of contracting with the defendant, amongst other retail
No contract is set out whereby the defendant agreed specifically not to make and use this list of customers. No intendment in this respect can be made in aid of the pleader. Old Dominion Co. v. Commonwealth, 237 Mass. 269, 274. It must be presumed that this averment means no more than that a contract of that nature is inferable from the other allegations. It is nothing more than a conclusion of law which is not admitted by the demurrer.
The relation between the plaintiff and defendant, as disclosed by the bill, was not fiduciary in any respect. It was not that of principal and agent. It was not that of employer and employee. It was purely the situation of a buyer and seller of merchandise, the latter making delivery of goods directly to the nominee of the former, instead of to the former in person. They dealt with each other at arm’s length. They owed each other no duty except that required in ordinary commercial transactions. Neither party had any control over the other as to any of the terms of the several contracts of sale. Each bargain between the plaintiff and the defendant was struck on its own merits, each party acting independently for his own interests. The information gained by the defendant was that which arises out of simple transactions of purchase and sale. There was no element of peculiar trust and confidence
Decree dismissing hill affirmed with costs of appeal.