56 Fla. 570 | Fla. | 1908
(After stating the facts) — The contract upon wthich the action is brought contains a lease
The demurrer to- the declaration presents the question whether the contract is one that the courts will enforce;. i. e.; whether it tends -to create a monopoly, to. restrain trade or to stifle competition, so as to. make it violative of the laws or of public policy of this State.
The principles of the common law, when not modified by express enactments or rules or by the requirements of governmental conditions, are in force as a part of the system of laws and rules of judicial procedure in this State.
There are no express declarations or modifications of the principles of the common law relating- to restraints of trade and monopolies in this State, except as have been
The industrial and governmental conditions ’here do not require a relaxation of the just principles of the common law in reference to monopolies and restraints of trade; but, on the contrary, the spirit and purpose of our government and institutions, and the commercial conditions of the country require'the maintenance and enforcement of those principles for the protection of freedom in trade and equal opportunities to all under like conditions, so that the •welfare of the public or any'considerable portion thereof may not be unjustly subordinated to the purposes and advantage of one or more individuals.
At common law any contract or agreement that in its operation has or may have a tendency to restrain trade, to stifle Competition in trade, to create or maintain a monopoly, or to unnaturally control the supply of or to increase the price of or to curtail the opportunity of obtaining' useful commodities, to the injury of the public 01 any considerable portion of the population of any locality, is regarded as contrary to just governmental principles and inimical to the public welfare and therefore against public policy.
'Contracts or agreements that violate the principles of public policy designed for the public welfare are illegal and will not in general be enforced by the courts in con
The courts will not in general aid either party to- enforce an illegal agreement, but will leave the parties where they place themselves with reference to- such illegal agreement, except where the law or public policy requires action by the courts, or where the parties are not in pari delicto, and perhaps in other cases not pertinent here. See 9 Cyc. 546; Broome on Common Law, 355; McMullen v. Hoffman, 174 U. S. 639, 19 Sup. Ct. Rep. 839; Burton v. McMillan, 52 Fla. 469, 42 South. Rep. 849, 8 L. R. A. (N. S.) 991; 2 Hughes on Proc. 679; 2 Eddy on Combinations, § 688, 737; I Eddy on Combinations, § 336, 585; Beach on Monopolies, p. 47; United States v. Addyston Pipe & Steel Co., 54 U. S. App. 723, 85 Fed. Rep. 271, 29 C. C. A. 141, 46 L. R. A. 122; Chapman v. Haley, 117 Ky. 1004, 80 S. W. Rep. 190, 4 Am. & Eng. Anno. Cases 712.
All the provisions of a contract should be considered and construed with reference to- controlling provisions and principles o-f law. Until the contrary appears it is assumed that a contract is made for and will accomplish only a lawful purpose; and no strained or unusual construction should be given to a contract so as to render it unlawful. But when it appears from a contract and the circumstances under which it was made, and from its purposes, operation and results, that in its terms or in its full operation it is unlawful, or its operation accomplishes or in realty tends to- accomplish an unlawful purpose, whether so intended by the parties thereto or not, the contract will not be enforced by the courts.
Public policy favors competition in trade, to- the end that commodities may be obtained with the greatest convenience and at the lowest possible prices; and opposes
Where an agreement is lawful in itself and is so limited as to time, place, subject-matter and purpose as that its operation will afford -only necessary and proper protection to the parties in the enjoyment of their rights, and will not materially or really injure the public, the agreement may be enforced, -even though it relates to and operates upon trade in useful commodities.
Whether a contract in its terms or -operation is or may be unreasonable because it extends to or may be extended to a longer time or to a greater territory or to other subjects -than is reasonably necessary for the protection of the rights of the parties inter sese, and whether the public is or may be appreciably injured thereby, cannot be ascertained by any accurately defined rules, but must be determined from a practical consideration of the circumstances of every -case as it arises in connection with such general principles of law and of construction as are applicable thereto. The validity o-f the contract should be determined not by what has been done under it, but by what may be done under it — by what will be its real tendency with reference to -trade and monopoly when in full operation.
Where a contract in its terms and in its operation transfers from- one party to another a lawful business, trade or occupation actually engaged in, or a lawful exclusive right, and as an incident thereto it is agreed that the vendor will not for a reasonable time engage in the
Bbt a contract not transferring a lawful business, trade, profession or occupation actually engaged in, or not transferring a lawful exclusive right, but containing an agreement to- relinquish to another a c-omm-on natural right not lawfully exclusive, or to- refrain from the exercise o-f a natural right common to all to- engage in a lawful business or occupation and other agreements that enable the parties, under the circumstances in which the contract will operate, to- control or unduly and injuriously influence the trade relations of a considerable portion of a small community as to necessary and useful commodities, may be opposed to public policy and not -enforceable. The fact that the agreements are contained in and are ancillary to a contract of lease of a store house does not relieve them of their illegal effect if their tendency is to restraint of trade or monopoly to the injury o-f the public.
Where a contract places it within the power of the contracting parties to at least partially control the available supply of commodities useful if not necessary to at least a considerable portion of the local public, or to unreasonably limit -the places where useful articles may be purchased, or to increase the price and consequently to restrain trade, it is substantially injurious to- the portion of the public affected thereby, and is an unreasonable and consequently an unlawful restraint of trade, and tends to monopoly, rendering the illegal portions, if not
Where the necessary tendency of a contract is to a monopoly and to a restraint of trade that is appreciably injurious to the public, the monopoly or restraint of trade need not be complete, and the degree of injury to the public inflicted or reasonably anticipated is immaterial. And this is so even though the agreement is 'ancillary to a lease of property or other lawful main purpose of the ■contract.
If an agreement contained in a contract is in effect illegal, it is not rendered legal by 'a direct or implied provision in the contract that its purpose is a lawful one, or by the fact that the illegal agreement is an incident to the accomplishment of a lawful purpose.
The illegality in the agreement or in its operation need not amount to a criminal offense. i The test is whether the agreement in full operation will be injurious to the public welfare. If so, it will not be enforced.
The inhabitants of a village have a right to protectioii from injurious restraint of trade and monopoly in useful ■commodities in the village without reference to the,opportunities afforded for obtaining the commodities in a neighboring town.
Where an agreement in operation has a necessarjitendency to restrain trade or to- monopoly to the appreciable injury of the public, limitations as to time, place or subjects contained in the agreement are immaterial.
The validity or invalidity of an agreement that in operation tends to restrain trade or to monopoly is in general determined by the element of whether it is or is not injurious to the public. If injurious in any perceptible degree to any considerable portion of the public the agreement is contrary to public policy and will not be
In this case no established business, trade, profession or
Assuming that the corporation had the right to establish and maintain a general store, it obviously had no lawful exclusive right to do so in the village named by the contract, and the agreement to relinquish a right common to all to establish and maintain a general store in the village, if of any benefit to the other contracting party, was not necessary to the protection of the rights in the lease of the store house. When this agreement to .relinquish a right common to all is taken in connection with the agreement as to the exclusive issuing and redeeming by the contracting parties of merchandise checks to a great number of persons in a village, employees of one of the parties, and with the character of goods the checks would purchase, the relation of the contracting corporation to its employees, the great number of the employees operating in a village, the agreement to induce the employees, loggers and others to- purchase their supplies at the one place, and the agreement to pay five per cent, commission on gross sales, it is manifest that the inevitable tendency of the- agreement, though ancillary to> a lease of a store house, is to- restrain trade, to stifle competition, to increase prices of useful if not necessary commodities, and to create and maintain a monopoly, so as to injure in some appreciable degree at least a considerable portion of the local public whether such result was intended or not. If the restraint of trade
A mere influencing of trade, in a lawful manner is not necessarily illegal. The issuing by an employer to employees of “merchandise checks against their wages” to be redeemed exclusively through a merchandise house of another party as alleged in this case may not ipso fado and necessarily be illegal under all circumstances; but under the circumstances of this case such a course of dealing, whether so intended or not, tends to- aid in restraining trade and in maintaining a monopoly to' the injury of a large number of persons. It does not appear from the record whether the merchandise checks were to be issued before or after wages were due and payable, nor does it seem to be material in this case. Even if it should appear that the village where this contract operated is near a larger town, it would not redeem the contract, since the freedom, of trade may be restrained and a monopoly assisted to the injury of a local public by curtailing the convenience of the public in procuring ■supplies of useful commodities. Whether the corporation was or was not able to pay its employees in cash does not appear to be material in this case. No element of partnership express or implied appears from the contract or the declaration if -that would relieve the agreements of invalidity. 0
While the rent for a store house may properly be a percentage of the business done in the store house, yet in this case the agreement' to' pay five per cent, of gross sales, taken in connection with the other parts of the contract and conditions under which it was to' operate and with the claim for commissions paid, indicate that
The inevitable tendency of the contract operating under the circumstances alleged in the declaration is to restrain trade, to stifle competition, and to a monopoly, to the injury of at least a considerable portion of the public affected by the contract; and the contract is consequently violative of the public policy of the State or the implied principles of law recognized as existing in this State on this subject for the general welfare. This being- so, courts of justice will not aid the parties in enforcing- the invalid agreements, and the demurrer to the declaration was properly sustained.
The judgment is affirmed.