Opinion
07-13-1893
CARLL v. SNYDER et al.
Barton & Dawes, for complainant. William M. Lanning, for defendants.
Suit by Charles W. Carll against John F. Snyder and others for injunction.
Barton & Dawes, for complainant.
William M. Lanning, for defendants.
BIRD, V. C. On the filing of this bill, an order was advised, directing the defendants to show cause why an injunction should not be granted restraining them from engaging in and carrying on, within the limits of the city of Trenton, a certain business called the "galvanized iron cornice, tin, and sheet-iron business." This application rests upon an agreement, in writing, entered into between the complainant and the defendants, in the month of January, 1892, in and by which, for the consideration of $6,275, paid to them by the complainant, the defendants agreed to sell to him all their interest in the business in which the complainant and the defendants were then engaged as partners. They also agreed not to engage in or carry on such business within the limits of said city. Such business included the said galvanized iron cornice, tin, and sheet-iron business. The granting of the injunction is resisted by the defendants upon two grounds: First, because the proofs contained in the affidavit annexed to the bill are not sufficient; and, second, that the restraint expressed in the stipulation is unlawful, because unreasonable, since it is indefinite as to time.
I am satisfied that the proof is sufficiently clear and definite to justify the court in awarding a perpetual injunction upon final hearing, in case it should stand, as it now does, unimpeached. I am equally well satisfied that the insistment that the restraint is indefinite as to time, and therefore unreasonable, ought not to prevail. I think a careful study of the case of Mitchel v. Reynolds, reported in 1 Smith, Lead. Cas. (9th Ed.) 694 et seq., with the various annotations both by the English and American editors, will satisfy the mind as to the principle uponwhich contracts of this nature, not only may well be, but really ought to be, supported, when indefinite as to time. The purchaser of such good will may fairly be supposed to purchase, not only for his own immediate use or benefit, but for the use of his personal representatives, in the same sense that he purchases personal property or real estate. I can see no just reason for his not being able in the law to make such an investment which shall pass to his assigns, executors, or administrators. It cannot be said, when it is limited to a particular district, that this in any manner interferes with sound public policy. It would not be a violation of the rule which required such contracts to be in harmony with the interests of the community at large in case the stipulation were to be that the covenantee should not carry on the trade in question for 20 or 30 years; and, if not for that period of time, then certainly it would not be if the covenant extended to a lifetime. With this in mind, when the object of the prohibition put upon such contracts, in view of a sound public policy, is considered, it will be still more apparent that this contract ought to be upheld. Sound public policy requires that every individual shall be employed. The community is entitled to his honest toil, whether manual, mechanical, or purely intellectual. This being so, and such policy upholding contracts for a definite period of time, it is not to be presumed that the covenantee, in any such case, will spend the time, which the law regards, (supposing that there must be a period limited in the contract,) in idleness, or in indifference to the demands of such public policy, waiting the time when the period fixed by the contract shall have expired, in order that he may engage once more in the employment which he had agreed to abandon. In such matters the public welfare, which the law regards, is an essential element of consideration; but the Interest of the individual in his own welfare is infinitely more efficacious and potential in securing the public good, although that may not be in his mind. He who has energy and integrity enough to establish a business which is worthy of the name, and for which others will hid a fair price, will not wait for the protection of the paternal hand to make his footprints in other quarters. In the following cases there was no limit as to time, and it will be observed that in many of them resistance was made to their enforcement on this account, but without success: Richardson v. Peacock, 26 N.J. Eq. 40. 28 N.J. Eq. 151, and 33 N.J. Eq. 597; Hitchcock v. Coker, 6 Adol. & E. 439; Hastings v. Whitley, 2 Exch. 611; Mallan v. May, 11 Mees. & W. 653; Bowser v. Bliss, 7 Blackf. 344; Pierce v. Fuller, 8 Mass. 223; Palmer v. Stebblns, 3 Pick. 188; Match Co. v. Reeber, 106 N. Y. 473, 13 N. E. Rep. 419, 423.
Counsel for defendants urged that this was not a case for a preliminary injunction, since the right of the complainant had not been established at law. I have given this branch of the case not a little attention. It seems to me that, if a plain breach of contract will ever justify a preliminary injunction, this is such. The rights of the parties are thoroughly well defined by their agreement. While they might be more securely fixed by a judgment at law, they could not be more certainly defined,—more securely fixed by a judgment at law because that is final, but that could only rest upon the undisputed evidence upon which this court is called upon to pronounce its judgment preliminarily. A preliminary injunction was awarded in the case of Richardson v. Peacock, supra, and, although that case went to the court of errors and appeals, the action of this court in that behalf was not questioned. 33 N. J. Eq., supra; Match Co. v. Roeber, supra. I think the order to show cause should be made absolute.