Lampson Lumber Co. v. Caporale

• Citation: 140 Conn. 679,102 A.2d 875
• Court: Supreme Court of Connecticut
• Decision Date: 02 February 1954
• Parties: LAMPSON LUMBER CO., Inc. v. CAPORALE et al. Supreme Court of Errors of Connecticut

Page 875

102 A.2d 875

140 Conn. 679

LAMPSON LUMBER CO., Inc. v. CAPORALE et al.

Supreme Court of Errors of Connecticut.

Feb. 2, 1954.

Morris Tyler and John H. Filer, New Haven, for appellant (plaintiff).

Curtiss K. Thompson, with whom, on the brief, was John H. Weir, New Haven, for appellees (defendants).

Before INGLIS, C. J., and BALDWIN, O'SULLIVAN, QUINLAN and WYNNE, JJ.

QUINLAN, Associate Justice.

This appeal involves the question whether a restrictive covenant in a warranty deed from the plaintiff to the named defendant is unreasonable and unenforceable. From a judgment for the defendants, the plaintiff has appealed.

The deed contained the following restriction: 'Grantee agrees that this conveyance is made upon the understanding that the above described premises will not be used as a motor vehicle junk yard nor for the sales of used cars or parts nor for any other occupation usually deemed unwholesome, noxious or offensive and further, during such time as the Grantor or its successors and assigns shall be engaged on the adjoining premises now owned by it or any part thereof in the wholesale or retail lumber or building materials business, Grantee and his heirs and assisgns shall not engage in a business that will compete or conflict therewith except that Grantee's engaging in the business of tile and floor covering, including the stocking of medicine cabinets, rubber tile, all kinds of floor covering, tile and tile fixtures, will not be in violation thereof.'

The following additional facts were found: Prior to April 28, 1945, the named defendant and the plaintiff entered into negotiation for the purchase and sale of a portion of the land on Water Street in New Haven owned by the plaintiff adjacent to its place of business. For some time prior to that date the plaintiff had conducted a lumber and building materials business on the premises which were retained by it after the sale to the named defendant. The premises negotiated for were conveyed on April 28, 1945, by deed containing the above-recited covenants. The named defendant constructed, upon the land purchased, a building where he conducted the business of selling tile and floor covering, both under his own name and that of Acme Tile and Flooring, Inc., a family corporation. These two defendants are not engaged in the manufacture and assembly of windows at any location other than the premises purchased. The plaintiff does not carry on its business at any location other than 167 Water Street.

At the time of trial, the named defendant and the Acme corporation had started the manufacture of a special type of window that may be opened inwards as well as up and down, to facilitate cleaning. With its machinery, the defendant Acme corporation would be able to produce and design of window and other millwork. The plaintiff deals in standard windows, consisting of upper and lower sash and window frame, and special windows. The selling of special windows is a small part of the plaintiff's business. If a dealer required a window such as the defendants plan to make, he would buy from a manufacturer or distributor. Anyone to whom the defendants might sell their window would be a customer or potential customer of the plaintiff. Upon these facts, the trial court concluded that the covenant was an unreasonable restraint of trade and therefore invalid. In arriving at that conclusion, it interpreted the covenant as purporting to restrain the named defendant from engaging in a competing business any place in the world.

The first question presented, therefore, is one of interpretation of the covenant. Was it the intent that the named defendant should be restrained from engaging in a competing business anywhere or was it that he should be restrained from engaging in a competing business on the premises conveyed? 'In determining the effect of a deed, as of a written contract, the inquiry must be, not what the parties intended, but what is the intent which is expressed in it * * *.' Patzloff v. Kasperovich, 116 Conn. 440, 441, 165 A. 349, 350. The construction and legal effect of a deed cannot be changed or varied by reason of inconvenience to the parties or unreasonableness of the terms. McGarrigle v. Green, 76 Conn. 398, 403, 56 A. 609. The covenant is in one sentence and has all the elements of a compound sentence, i. e., two or more principal sentences co-ordinated. In the first part, 'the above described premises' (those conveyed) are referred to, and in the second part is found the clause, 'during such time as the Grantor or its successors and assigns shall be engaged on the adjoining premises * * * Grantee and his heirs and assigns shall not engage. * * *' The very fact that the covenant is made binding upon the 'heirs and assigns' of the named defendant manifests an intention to restrict the application of it to the particular property conveyed. From a reading of the covenant as a whole, it is clearly the expressed intent of the parties that the named defendant and his heirs and assigns should refrain from engaging in a competing business only on the property conveyed.

The test of the validity of the covenant is the reasonableness of the restraint imposed. Restatement, 2 Contracts § 514. 'To meet this test successfully, the restraint must be limited in its operation with respect to time and place and afford no more than a fair and just...