Cosmos Dyeing & Printing Works v. Calderini

• Decision Date: 23 June 1920
• Docket Number: No. 48-15.,48-15.
• Citation: 111 A. 517
• Parties: COSMOS DYEING & PRINTING WORKS v. CALDERINI et al.
• Court: New Jersey Court of Chancery

111 A. 517

COSMOS DYEING & PRINTING WORKS

v. CALDERINI et al.

No. 48-15.

Court of Chancery of New Jersey.

June 23, 1920.

Suit by the Cosmos Dyeing & Printing Works against Delfiory Calderini and others. On motion to modify restraint. Application to modify restraint permitted to be made.

McDermott & Enright, of Jersey City, for complainant.

George W. C. McCarter, of Newark, for defendants.

LEWIS, V. C. The motion before the court is to modify the restraint imposed by the order of May 27, 1920, on the defendant. Under date of June 10, 1919, the defendants, Delfiory Calderini and Maria Calderini, then trading and doing business under the name of Fiory Dyeing & Printing Company, entered into a written contract with the complainant wherein the said defendants, Delfiory Calderini and his wife, agreed to sell to the complainant all the good will of the business known as the Fiory Dyeing & Printing Company, at Haledon, Passaic county, N. J., together with all the machinery, etc., and also the land upon which the plant stood; also the processes and formulas for piece dyeing and finishing, secret or otherwise, relating to the said business. The consideration was $185,000, payable: $5,000 upon the signing of the said, agreement; $45,000 on August 1, 1919, at which time the real estate should be conveyed to the complainant, and the chattels transferred; $65,000 to be secured by a chattel mortgage covering the machinery, payable in monthly installments of $10,000; the final installment of $5,000 February 1, 1920; the balance of $70,000 to be secured by a purchase-money bond and mortgage covering the real estate, payable in three years, at 6 per cent.

The defendants further agreed by the said instrument "not to engage in the piece dyeing and finishing business in the state of New Jersey or in the state of New York for a period of five years from the first day of August, 1919."

This covenant is the one now under consideration upon this application, complainant having paid all moneys secured by the chattel mortgage and all installments of interest due upon the said real estate mortgage, and has, in all respects, complied with the terms of its contracts.

It is alleged by the complainant that the defendant Delfiory Calderini, in violation of his agreement, did engage in the silk dyeing and finishing business with the Atlas Finishing Company, a corporation of the state of New Jersey, with works at Homestead, Hudson county, N. J., with a sales office in the city of New York; and that he became general manager of the said works and business; and that he has associated his son, Peter Calderini, with him in the said business.

The defendant Delfiory Calderini claims that he is simply an employe at the Atlas Works, and that his investment of $11,000 in the said works was made for his son, so that he might learn the trade and business.

The checks which were given to the Atlas Company were the checks of the Fiory Dyeing & Printing Company, and it appears that the defendant Delfiory Calderini is in daily attendance at the works of the Atlas Company; and furthermore that, while the affidavits of the defendants set forth that he was to be paid a salary there as an employe, upon cross-examination it was developed that no salary had been paid prior to the hearing on this application.

Allegations of an attempt to entice away salesmen and other employes of the Cosmos Company by the defendant, and to injure the good will of the business, are also made against the defendant ...