17 Del. Ch. 161 | New York Court of Chancery | 1930
The first question is whether the defendant may introduce testimony showing that the complainant has no established wholesale price at which it sells ice cream, that it sells at various wholesale prices to different customers, and grants rebates in various forms and discounts from its so-called wholesale price whereby certain of its customers are more advantageously treated than others including the defendant if she continued to buy from the complainant.
I think the proposed testimony is admissible. The complainant’s established wholesale price, if one exists, must necessarily be shown by evidence aliunde the written contract. It is as much open to the defendant to show the facts defining the phrase “the established wholesale price” as to the complainant. If the total of such evidence does in fact show an established price, then the contract is rendered definite. If the evidence shows that there is no such established wholesale price, then the contract would be such as not to warrant a decree in the cause which seeks by the indirect method of injunction to accomplish its specific performance. New York Johnson Motor Co. v. Johnson Motor Co., 15 Del. Ch. 356, 138 A. 603.
The next question is whether the defendant may introduce .evidence to the effect that the complainant knew or surmised that the defendant at the time she entered into the contract .with the complainant, was under a contract to buy ice cream ■exclusively from Abbott’s Dairies, Inc., a competitor of the
The principle upon which the defendant relies in the offer of such testimony is embodied in the maxim that he who comes into equity must do so with clean hands. The cases are innumerable which recognize this maxim and which deny to complainants equitable relief because of an infraction of its spirit. It is not essential that the party in whose favor the rule of the maxim will operate must be one who is himself entitled to complain, for the rule is not one of defense and need not be pleaded. Bell & Howell Co. v. Bliss, (C. C. A.) 262 F. 131. It is a rule that lays restrictions upon complainants, and tells them that an appeal for relief to a court of conscience will not be honored by one who has himself been guilty of unconscionable conduct. It was in harmony with this view that the case of Rentoul v. Sweeney, 15 Del. Ch. 302, 137 A. 74, was decided holding that one who had conveyed land for the purpose of defrauding a creditor had no standing in equity to secure a reconveyance, a sort of case in which it is manifest that the maxim’s application could in no sense be said to operate in response to an assertable complaint on the part of the defendant.
Of course the hands of the complainant must be rendered unclean by reason of some conduct connected with the matter in controversy, for it would be highly unjust to deny to a litigant all right to equitable relief because of generally bad conduct. Those matters that are res inter alios acta are not to be taken into account.
The foregoing are all of the general considerations that need to be referred to in the present connection. What is the result of their application to the facts of this case?
The complainant secured its contract with the defendant on June 8, 1926. At that time, it is sought to be shown, the defendant was under a contract with Abbott’s Dairies, Inc., dated October 8, 1925, by the terms of which the defendant was obligated to buy exclusively the Abbott products until October 8,
But the fact remains that the defendant continues to be liable to the Abbott company and that the complainant wrongfully induced her to incur that liability. Furthermore, the fact remains that the complainant’s conduct, if the proffered testimony be true, shows the contract in suit to have been obtained by the complainant in a manner that was unfair and inequitable.
Order accordingly.
Note. — See also post p. 321