Fox v. Avis Rent-A-Car Systems, Inc.

• Decision Date: 07 September 1967
• Docket Number: RENT-A-CAR,No. 24124,24124
• Citation: 223 Ga. 571,156 S.E.2d 910
• Parties: Robert D. FOX v. AVISSYSTEMS, INC.
• Court: Georgia Supreme Court

Page 910

156 S.E.2d 910

223 Ga. 571

Robert D. FOX v. AVIS RENT-A-CAR SYSTEMS, INC.

No. 24124.

Supreme Court of Georgia.

Sept. 7, 1967.

Rehearing Denied Sept. 21, 1967.

Smith, Cohen, Ringel, Kohler, Martin & Lowe, Charles F. Barnwell, H. A. Stephens, Jr., Atlanta, for appellant.

Reed, Flournoy & Tate, Robert E. Flournoy, Jr., Marietta, Kilpatrick, Cody, Rogers, McClatchey & Regenstein, Jeff Davis, Jr., Barry Phillips, Atlanta, for appellee.

Syllabus Opinion by the Court

FRANKUM, Justice.

1. Avis filed suit against Fox for an injunction to prevent alleged violations of two separate contracts between the petitioner and the defendant. Count 1 of the petition is based upon the alleged violation by the defendant of his agreement made while he was employed by Avis and as a part of a stock purchase option agreement entered into between the plaintiff and the defendant under which the defendant agreed that he would 'not engage in competition with ITT or any subsidiary of ITT in any phase of the vehicle rental or leasing business or any other business in which employee is engaged at the time of' the termination of his employment with the plaintiff for a period of two years after the termination date 'in any city in the United States wherein employee was employed or stationed by ITT or any subsidiary of ITT.' (The record shows that plaintiff is a subsidiary of International Telephone and Telegraph Corporation, sometimes referred to as 'ITT'.) The petition alleges that the defendant was employed by plaintiff in the City of Atlanta and that after the execution and acceptance by the defendant of the Stock Purchase Option Agreement he resigned his employment with the plaintiff and became Executive Vice President and General Manager of 'General Truck Lease, Inc.' located in Atlanta, Georgia, and that General Truck Lease, Inc., is engaged in the rental and leasing of trucks within the City of Atlanta, and such activity is in direct competition with the plaintiff in such city. The agreement contained in the stock purchase option contract is not so vague, indefinite and uncertain as to the prohibited activity of the defendant as to be void nor is it unreasonable as to time and place, and it is therefore an agreement which the plaintiff can enforce against the defendant under the facts alleged in Count 1 of the petition. Aladdin, Inc. v. Krasnoff, 214 Ga. 519, 105 S.E.2d 730; Wallace Business Forms v. Elmore, 221 Ga. 223, 144 S.E.2d 82; Bennett v. Georgia Industrial Catering Co., 222 Ga. 127, 149 S.E.2d 81; Thomas v. Orkin Termite Co., Inc., 222 Ga. 207, 149 S.E.2d 85; Mansfield v. B & W Gas, Inc., 222 Ga. 259, 149 S.E.2d 482; Spalding v. Southeastern Personnel of Atlanta, Inc., 222 Ga. 339, 149 S.E.2d 794.

2. The petition, together with the exhibits attached thereto, shows that the defendant accepted the option agreement and undertook the covenant sued upon as a part of the consideration for the option. The fact that he did not exercise the option does not render his undertaking not to engage in competition with the plaintiff void as lacking in consideration. The court did not err in overruling the demurrers to Count 1 of the petition.

3. The second count of the petition seeks to recover on the same alleged facts for the violation by the defendant of an agreement entered into by him as a part of a stock purchase contract by which he agreed 'not to engage in competition with the company or any subsidiary of the company for a period of two years after such termination date in any city of the United States wherein he was, in the five year period preceding such...