Martin v. Jablonski

• Decision Date: 17 October 1925
• Parties: MARTIN v. JABLONSKI.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

253 Mass. 451

149 N.E. 156

MARTIN

v.JABLONSKI.

Supreme Judicial Court of Massachusetts, Worcester.

Oct. 17, 1925.

Appeal from Superior Court, Worcester County; Jos. Walsh, Judge.

Bill in equity by Frank S. Martin against William S. Jablonski to enjoin defendant from engaging in business which would compete with or injure business of plaintiff. From decree dismissing bill, plaintiff appeals. Affirmed.E. A. Brodeur, of Worcester, for appellant.

W. I. McLoughlin, of Worcester, F. M. Jablonski and J. J. Siarkiewicz, both of Worcester, for appellee.

RUGG, C. J.

The plaintiff seeks to restrain the defendant from engaging in competing business. It is alleged in the bill that the plaintiff and defendant were copartners in the retail clothing business in Webster; that the defendant sold to the plaintiff by a contract in writing his interest in the copartnership including its good will; that the plaintiff has since conducted the business on his sole account, and that there has been violation of the terms and implications of that written contract by the defendant by engaging in a competing business. The defendant in his answer set up amongst other matters that the words ‘good will’ were inserted in the agreement of sale by mistake and also by fraud, and that it was expressly understood as a part of the sale that the defendant was not to be prohibited from engaging in similar business in Webster or elsewhere.

[1] Mistake such as in equity might entitle a party to relief on a bill in equity for reformation of a written instrument may be pleaded as a defense when proceedings are brought by a party to enforce such instrument. Page v. Higgins, 150 Mass. 27, 22 N. E. 63,5 L. R. A. 152;Breed v. Berenson, 216 Mass. 397, 103 N. E. 937.

[2] The court will not allow an instrument to be affected by parol or other extrinsic evidence unless the mistake is made out according to the understanding of both parties. Mistake as ground for relief in equity means a mistake common to all the parties to a written instrument. Sawyer v. Hovey, 3 Allen (Mass.) 331, 81 Am. Dec. 659;Dzuris v. Pierce, 216 Mass. 132, 135, 103 N. E. 296;Burke v. McLaughlin, 246 Mass. 533, 541, 141 N. E. 601;Porter v. Spring, 250 Mass. 83, 86, 145 N. E. 52.

The case was referred to a master. Since there is no report of the evidence, the findings of fact made by the master must be accepted as true. Glover v. Waltham Laundry Co., 235 Mass. 330, 334, 127 N. E. 420.

A final decree was entered in favor of the defendant and the plaintiff appealed. The question to be decided is whether the decree lawfully could have been entered on the facts found. First Baptist Society in Brookfield v. Dexter, 193 Mass. 187, 189, 79 N. E. 342;Pevey v. McGrath, 243 Mass. 451, 454, 137 N. E. 589;Commissioner of Banks in re Cosmopolitan Trust Co., 249 Mass. 144, 147, 144 N. E. 73.

[4] The pertinent facts are that the plaintiff and defendant had been copartners in the retail clothing business in Webster, but dissolved their copartnership in February, 1923, by mutual consent. There was disagreement between them as to the true state of the partnership accounts and their respective rights and obligations touching assets and profits. The partnership articles contained provision to the effect that, if either of the partners should desire to sell his interest in the business, opportunity must be given to the other to purchase at a price to be ascertained as therein specified. By that method, according to the books and inventory of the partnership, the price to which the defendant would be entitled for his share was $4,750. After negotiations the plaintiff paid to the defendant $7,000 in settlement of all controversies and for transfer of the defendant's interest. The plaintiff continued the business at the same place and the defendant retired. The parties were represented in these negotiations by their respective attorneys, who were also their general agents. General agency in this connection imports all the power of the principals touching this particular transaction. The terms of the settlement and transfer were embodied in a written contract and signed by the parties. By its words the defendant sold and transferred to the plaintiff all his right, title and interest in the partnership ‘including the stock of merchandise, fixtures, bills receivable, good will and all other assets.’ It also contained a release of the defendant's claims. The defendant soon after entered the employ of another clothier in Webster, but in November, 1923, he leased a store in company with another for the purpose of engaging with him as partner in the clothing business in Webster. The new partnership had already expended considerable money for furniture, fixtures and stock in trade when this suit was brought.

The material part of the master's findings on mistake and fraud and understanding that the defendant was not to be precluded from engaging in a similar business are:

‘The respondent has done nothing to interfere with the business of the complainant unless the taking of the lease and the going into partnership and the buying of merchandise may be construed as an interference on the rights of the complainant. I find that Siarkiewicz [general agent for the defendant] at no time intended that his client should be prohibited from going into business in Webster, but on the contrary at all times protested against any agreement to that effect. I find that Siarkiewicz, either inadvertently or through mistake inserted the words ‘good will’ in the agreement of February 9. I find that Berger [general agent for the plaintiff] neither attempted nor did practice any fraud in any of his dealings with Siarkiewicz, but also find that at the time of the delivery of the agreement of February 9 he knew that Siarkiewicz intended to protect his client and protested against any agreement to prohibit the respondent from going into business in Webster. I find that Berger did not knowingly accept the agreement of February 9 with any intention to obtain an agreement in writing different from the oral agreement between himself and Siarkiewicz. I find that so far as the words ‘good will’ were used, that they were not intended by either Siarkiewicz or Berger to be a prohibition upon the respondent's going into the same kind of business in Webster.'

Evidence of antecedent and contemporaneous oral agreements, even though received without objection, cannot as matter of substantive law vary the terms of a written contract. Goldband v. Commissioner of Banks, 245 Mass. 143, 150, 139 N. E. 834, and cases there collected; Beacon Tool & Machinery Co. v. National Products Manuf. Co., 252 Mass. 88, 147 N. E. 572. Such evidence is admissible upon the issue of mistake and in appropriate instances to explain the relations and business methods of the parties in the light of which the contract is to be interpreted. Avondale Mills v. Benchley Bros. Inc., 244 Mass. 153, 157, 138 N. E. 586;Snider v. Deban, 249 Mass. 59, 61, 144 N. E. 69;Butler v. Prussian (Mass.) 147 N. E. 892.

It is the law of this commonwealth that a sale by one partner to another of all his right, title and interest in and to the entire assets of the firm includes a sale of good will. It also has been ‘assumed that a case where there was such an implied sale of good will stood on the same footing as an express sale and grant of it’ so far as concerns...