Stofflet v. Stofflet, Appeal, No. 250

Appeal, No. 250 | Pa. | Mar 26, 1894

Opinion by

Mr. Chiee Justice Sterrett,

There is no controversy as to the general facts of this case. They are fully presented in the report of the learned master, and need not be repeated. The controlling question is as to the proper construction of the agreement executed by the parties on July 15, 1889. If; was construed by the master as containing, in the concluding clause thereof, a covenant on the part of the defendant not to open an opposition gallery in the borough of Bangor. He'also found that defendant had broken said covenant, and that by reason thereof plaintiff had sustained damages to the amount of one hundred and twenty-five dollars. He therefore recommended a decree restraining defendant from engaging in or carrying on the business of photography in said borough, and ordering him to pay plaintiff the damages aforesaid and costs.

In disposing of the three exceptions to the master’s report, the learned president of the common pleas came to a different conclusion, and substantially held that the phraseology of the contract is of doubtful meaning, and the alleged covenant is too uncertain in its provisions to justify the issuance of an injunction, etc. In his opinion he says: “ If we were under a compulsion to have an opinion on the subject, as the master seems to have felt himself to be, we would probably reach the same conclusion reached by him; but we recognize no such compulsion, and, even if we did, the fact would still remain that the meaning of the language used is doubtful. This is fatal under all the authorities. The bill must therefore be dismissed.” He accordingly sustained the exceptions to the master’s report and dismissed the bill with costs. Hence this appeal.

It is not our purpose, nor is it at all necessary, to consider at length the several provisions of the agreement. It is inartifieially drawn, evidently not by a professional hand. In arrangement, grammar, orthography, etc., it is certainly not up to the highest standard of excellence; but, notwithstanding all that, we think the intention of the parties thereto can be fairly and accurately gathered from the language employed by them. The agreement was executed July 15, 1889. On the terms therein stated, the plaintiff, who owned the gallery and had been engaged in the business of photography for several years, agreed to stock and furnish the same with all necessary appliances for the proper operation. thereof, and to teach defendant, free of charge, the art or trade of photography until he became sufficiently versed in the business to conduct it himself. Both parties were to share in the profits of the joint business which was to continue until July 1, 1890. If, for satisfactory reasons, defendant wished to withdraw from the partnership arrangement on the 1st of April, 1890, he should have the privilege of doing so. The agreement then concludes thus: “ Also under the same consideration said Thomas J. Stofflet wishing to take charge of the aforesaid gallery the first of April next himself, he shall be privileged to do so and the said Frank Stofflet shall peacefully withdraw to the above agreement well considered not to open oposision gallery in Bangor. We set our hands and seals this 15th day of July 1889. Thomas J. Stofflet, [seal]

“ Frank Stofflet.” [seal]

The clause immediately preceding the last sentence above quoted provided for the withdrawal of the defendant, if for satisfactory reasons he wished to do so. Then follows the provision for plaintiff’s resumption of the gallery on the first of April* 1890, in case he wished to do so, and the peaceable withdrawal of defendant from the contract relation created by the agreement. While the words, “ well considered not to open oposision gallery in Bangor,” with which the agreement concludes, are not as well chosen as they might have been, they are manifestly applicable to the defendant alone. In the light of the agreement, as a whole, they obviously mean that after the contract relation ceased, as provided in the agreement, either by the act of one of the parties or by expiration of time limited, the defendant would not commence and carry on the business of photography in the borough of Bangor in opposition to plaintiff, his instructor. The defendant recognizing the fact that the words above quoted referred to himself, and could not possibly refer to any one else, undertook to say that they were not in the agreement when it was executed. The master rightly decided that contention against him. It was unsupported by anything, save his own testimony, and very feebly by that.

Without further comment, we think the agreement in question was rightly construed by the master, and that neither of the exceptions to his report should have been sustained. It therefore follows that the decree dismissing the bill should be reversed, the exceptions to the master’s report dismissed, and said report confirmed; all of which is accordingly done. And it is now adjudged and decreed that the defendant, Frank Stofflet, be enjoined from conducting or maintaining a photograph gallery within the limits of the borough of Bangor; that he pay to the plaintiff, Thomas J.' Stofflet, the sum of one hundred and twenty-five dollars, damages for breach of the contract set forth in the bill, and that he pay the costs, including the costs of this appeal.