Horn Pond Ice Co. v. Pearson

• Decision Date: 01 June 1929
• Citation: 166 N.E. 640,267 Mass. 256
• Parties: HORN POND ICE CO. v. PEARSON et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

267 Mass. 256

166 N.E. 640

HORN POND ICE CO.

v.PEARSON et al.

Supreme Judicial Court of Massachusetts, Middlesex.

June 1, 1929.

Report from Superior Court, Middlesex County; Bishop, Judge.

Action by the Horn Pond Ice Company against Ludwig Pearson and another. Interlocutory decree was entered for plaintiff, from which both parties appeal, and the trial judge reported the case. Affirmed.J. Hannigan and J. E. Hannigan, both of Boston, for plaintiff.

S. L. Solomont, of Boston, for defendants.

RUGG, C. J.

This case comes before us by report upon the pleadings and master's report for the determination of an interlocutory decree. The plaintiff is a corporation engaged in the business of harvesting, storing and selling ice. The defendants are former employees of the plaintiff. The objects of the suit are (1) to restrain the defendants from using confidential information acquired by them while employed by the plaintiff, (2) to restrain the defendants from competing with the plaintiff contrary to an alleged agreement, and (3) to secure an adjudication that the defendants hold for the benefit of the plaintiff the lease of a certain pond in Woburn.

The facts found by the master, so far as pertinent to the grounds of this decision, may be summarized with respect to each of these objects for which relief is sought.

1. The territory in which the plaintiff for many years has carried on business is Woburn, Winchester and most of Stoneham and of Burlington. The defendants for a number of years prior to the acts here in controversy had been employed by the plaintiff as drivers of ice wagons and in harvesting ice. The list of customers of the plaintiff, because it did a large part of the ice business in Woburn where the defendants worked, was no more than a list of persons using ice; and the knowledge of the plaintiff's customers and of their requirements was not confidential or in the nature of trade secrets. The first relief sought, therefore, must be denied.

2. In 1925, the plaintiff requested all its employees to sign a contract in writing, agreeing in consideration of the employment not to engage in any branch of the ice business within the territory where the plaintiff did business for a period of five years after the termination of the employment. The defendants refused to sign the contract. The plaintiff's manager said to each of the defendants that he would have to lay off some of the men during the winter but would give preference to those who signed the contract. In order to avoid being laid off and to secure preferential treatment, each defendant said in substance that he would never hurt the company and never would go into business against it. Manifestly such an unrestricted promise in the circumstances here disclosed cannot be enforced. It is unreasonable in view of all the facts. These promises were not made in connection with the sale of a business but in connection with an ordinary employment involving no special skill and no relations of particular confidence. Taylor v. Blanchard, 13 Allen, 370, 90 Am. Dec. 203; Sherman v. Pfefferkorn, 241 Mass. 468, 474, 135 N. E. 568;Edgecomb v. Edmonston, 257 Mass. 12, 18, 153 N. E. 99;Club Aluminum Co. v. Young, 263 Mass. 223, 228, 160 N. E. 804. The case at bar is distinguishable on this point from Walker Coal & Ice Co. v. Westerman, 263 Mass. 235, 160 N. E. 801.

Plainly there are no general principles of law which on the facts found prevented the defendants from leaving the service of the plaintiff and entering into a competing business.

It follows that the plaintiff fails to establish adequate basis for the second relief sought.

3. The plaintiff has two main sources for supply of ice, both in Woburn. It owns land and ice houses on the shore, and the right to cut the ice, of Horn Pond. For a substantial time prior to July 1, 1927, the date of expiration of its last lease, it was also the lessee of the right to cut ice on Mill Pond and of addjacent ice houses. The latter source of supply, although only about one tenth the size of the former, is nevertheless highly important and peculiarly valuable to the plaintiff. This finding is amply supported by subsidiary facts reported by the master, which need not be narrated. Knowledge of such peculiar value to the plaintiff came to the defendants as a result of their employment by the plaintiff. The defendants, although having a definite idea, had no specific information as to the existence or terms of the plaintiff's lease of Mill Pond, until the spring of 1925, when the lessor, who had become acquainted with one of the defendants through the latter's employment by the plaintiff, asked him whether he would consider taking the lease. This defendant answered that he would like to take the lease but did not have sufficient money. It was left that if this defendant could handle it when the plaintiff's lease expired, the lessor would get in touch with him. The plaintiff in the spring of 1927 negotiated with the lessor for a new lease for a considerable period, each haggling for a bargain more favorable to his own interests, until at last, about May 10, the plaintiff offered an annual rental of $500...