Chandler, Gardner & Williams, Inc. v. Reynolds

Decision Date03 December 1924
Citation145 N.E. 476,250 Mass. 309
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court


Appeal from Superior Court, Essex County; J. H. Sisk, Judge.

Bill in equity by Chandler, Gardner & Williams, Inc., against Aaron A. Reynolds, to restrain defendant from engaging further in business of undertaking in city of Haverhill until July 1, 1932. Decree for plaintiff, and defendant appeals. Reversed and remanded for further hearing.H. W. Ogden, of Boston, for appellant.

H. W. Babb, of Boston, for appellee.


This is a bill in equity brought to restrain the defendant ‘from engaging further in the business of undertaking in the city of Haverhill until July 1, 1932,’ with a prayer for the assessment of damages, and for general relief. The case was heard by a single justice of the superior court who made findings of fact, upon which a final decree in the following form was entered:

This case came on to be heard at this sitting, and was argued by counsel, and upon the facts found by the court, a memorandum whereof has been filed in the case, it appearing taht the plaintiff is entitled to the relief prayed for in its bill, it is thereupon, upon consideration thereof, ordered, adjudged and decreed:

‘1. That the defendant, Aaron A. Reynolds be restrained from engaging further in the business of undertaking in the city of Haverhill and vicinity until July 1, 1932.’

The case is before us on the defendant's appeal from this decree.

The plaintiff corporation, under the name of Chandler & Farrell, Inc., was engaged in the business of undertaking and embalming in the city of Haverhill. On July 1, 1922, it bought the stock, fixtures and good will of the J. W. Emerson Farrell Company, which owned and conducted a like establishment, and thereafter continued in the business of ‘undertaking * * * embalming, conducting funerals and selling funeral and burial supplies and equipment of every kind and character.’ In October, 1921, the defendant became the assistant manager of the J. W. Emerson Farrell Company, which position he continued to hold until the sale of the stock, fixtures and good will of that company to the plaintiff. At the time when this sale was made the plaintiff, under the name of Chandler & Farrell, Inc., entered into an ‘Agreement of Employment’ under seal with the defendant, in which (so far as here material) it was mutually agreed between the parties, in substance, that the plaintiff was engaged in the undertaking business in the city of Haverhill; that by reason of its skillful methods of embalming, its ability to establish and maintain the good will of the people, through personal contact of its officers and employees with its patrons and the public generally, it had built up a large and profitable business; that because the defendant was unfamiliar with the methods and details of said business, the plaintiff would have to devote considerable time to instructing him; that this instruction would of necessity bring the defendant into personal contact with the plaintiff's patrons; that, in consideration of the employment itself coupled with the compensation stipulated in the agreement to be paid, and also recognizing the fact that his entering into a similar business in said city of Haverhill and vicinity under the facts, circumstances and conditions above set forth would naturally and inevitably result in great and irreparable loss, injury and damage which could not be adequately estimated or measured in money, the defendant would ‘not enter into, either directly or indirectly, as employee, manager or proprietor, owner, stockholder, co-partner or otherwise, in the said City of Haverhill, Mass., and vicinity, the same, or similar business, which in any manner might be construed as being a competitive business' of the plaintiff ‘for a period of ten years after such termination of said employment, * * * as in this agreement provided’; that the compensation should be $40 per week and the employment be for three months ending October 1, 1922; that the plaintiff reserved the right and privilege to discharge the defendant ‘at any time, should [he] fail, neglect or refuse to properly perform his said work under this agreement,’ or should he perform any act of personal conduct which, in the opinion of the plaintiff might tend, either directly or indirectly, to injure it or its business, the plaintiff to be the sole and exclusive judge in either case; that the provision stipulating that the defendant will not enter into a similar or competing business in Haverhill and vicinity should continue during the term of the agreement and any and all extensions thereof. On September 26, 1922, the parties agreed that the contract, entered into on July 1, 1922, should be extended until canceled by a 30 days' notice by either party, and the wages should be increased to $100 per week from October 1, 1922. No evidence as to damages was offered at the trial.

The court found that, upon the evidence relating to the defendant's conduct and performance of his duties, the plaintiff had sufficient cause to discharge the defendant, and on March 12, 1923, gave him formal notice of his discharge; that in January, 1923, while in the employ of the plaintiff, the defendant became a registered embalmer; that he was instructed by the president of the plaintiff company both oraily and in writing as to the methods used in its undertaking and embalming business; that the defendant, while so employed, came in contact with the families who employed the plaintiff, and that during the period of his employment by the plaintiff he had charge of 75 funerals. ‘Shortly after the defendant ceased to work for the plaintiff he engaged in the undertaking business in Lynn, Massachusetts. Later he went into the undertaking business in Haverhill with J. W. Farrell, the father of J. W. Emerson Farrell. He continued in that business with J. W. Farrell for about three months. After that time and up to the date of this trial he was associated in the undertaking business with Mrs. Farrell, the wife of J. W. Emerson Farrell, under the name of Farrell and Reynolds, in a store at 35 Main Street, Haverhill. The plaintiff's place of business was at 53 Main Street, about 50 yards from the place of business of Farrell and Reynolds.’ It is stated in the findings of fact that it did not appear in evidence whether the defendant and Mrs. Farrell were partners, nor what the arrangement was between them; and that the defendant in cross-examination testified that she [Mrs. Farrell] was there [35 Main street] now, and is working with him [the defendant].’ The court further found that a sign bearing the names Farrell & Reynolds is maintained and has been for some time past over the store No. 35 Main street; that Farrell & Reynolds, when they opened their store, advertised their business in the Haverhill newspapers; that they had conducted about 18 or 19 funerals in Haverhill and vicinity since the defendant ceased to work for the plaintiff; and that ‘the fair inference is that Mrs. Farrell was secured solely for the use of her name by the defendant.’

The questions for our determination are: (1) Whether there was consideration moving from the defendant to support the contract and the covenant not to engage in a competitive business; (2) whether the covenant of the defendant that he would ...

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    ...given a wide discretion, that a good faith limitation would seem particularly applicable. See, e.g., Chandler, Gardner & Williams, Inc. v. Reynolds, 250 Mass. 309, 314, 145 N.E. 476 (1924); Krauss v. Kuechler, 300 Mass. 346, 349, 15 N.E.2d 207 (1938); G.L. c. 106, § 1--208 (Uniform Commerci......
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