Massari v. Salciccia

• Citation: 102 Fla. 847,136 So. 522
• Parties: MASSARI v. SALCICCIA.
• Decision Date: 07 August 1931
• Court: United States State Supreme Court of Florida

136 So. 522

102 Fla. 847

MASSARI v. SALCICCIA.

Florida Supreme Court, Division A.

August 7, 1931

Suit by I. Massari against C. Salciccia. Decree dismissing the bill of complaint, and the complainant appeals.

Reversed with directions.

Syllabus by the Court.

SYLLABUS

In construing statutes and contracts against monopolies or in restraint of trade, both state and federal courts in this country have applied the rule of reason rather than the literal import of the statute, and have said, in substance that it must amount to an undue or unreasonable restraint of trade. It must, in other words, be such a restraint as to be detrimental to public welfare and obnoxious to public policy.

Public policy requires that, when a man has by his skill or by any other means obtained something which he wants to sell, he should be at liberty to sell it in the most advantageous way in the market, and, in order to enable him to do so, it is necessary that he should be able to preclude himself from entering into competition with the purchaser; and therefore the same public policy which enables him to do that should not forbid him from alienating what he wants to alienate, but should permit him to enter into any stipulation, however restrictive it may be, provided such restriction in the judgment of the court is not unreasonable, having regard to the subject-matter of the contract. Hence a stipulation by a seller of any trade, business, or profession that he will not exercise the same trade or business so as to interfere with the value of the trade, business, or thing purchased is reasonable and valid.

Contracts between parties, which have for their object the removal of a rival and competitor in a business, are not to be regarded as contracts in restraint of trade. They do not close the field of competition except to the particular party to be affected. Appeal from Circuit Court, Hillsborough County L. L. Parks, judge.

COUNSEL

Morris M. Givens, of Tampa, for appellant.

OPINION

BUFORD C.J.

On September 22, 1930, C. Salciccia and I. Massari, having been then and theretofore engaged in a copartnership in the grocery business at No. 1402 Highland avenue, Tampa, Fla entered into a contract dissolving that partnership, which contract was in words and figures as follows, to wit:

'This agreement, made and entered into on this day 22nd of September A. D. 1930, by and between C. Salciccia of Hillsborough County, Florida, hereinafter party of the first part, and Ignacio Massari of Hillsborough County, Florida, hereinafter party of the second part;

'Witnesseth: 1. That the copartnership composed of C. Salciccia & Ignacio Massari under the firm name of C. Salciccia and Massari located at the number 1402 Highland Ave., Tampa, Fla., has this day been dissolved by mutual consent.

'2. The party of the first part for and in consideration of the sum of Ten Hundred Dollars to him in hand paid by the party of the second part, and for other good and valuable consideration, has and by this presents does give, bargain, sell and convey his good will in the aforesaid business to the said party of the second part.

'3. It is expressly agreed by and between the party hereto that the party of the second party assume and agree to pay all debts and obligations of the copartnership of C. Salciccia & Massari mentioned in paragraph number 1 of this agreement and to save harmless the said C. Salciccia from all liability thereon. It is well and mutual agreed that the said C. Salciccia could not go on the Grocery Business for a period of two years.

'In witness whereof the said party of the first part and second party have hereunto set their hands and seals in duplicate this day and year first above written.

'C. Salciccia

'I. Massari

'Signed, sealed and delivered in our presence:

'Nicolo Massari

'G. B. Massari.

'State of Florida, County of Hillsborough. I. G. B. Massari, a Notary Public in and for the State of Florida at large do hereby certify that on this the 22nd day of September, A. D. 1930, before me personally appeared C. Salciccia, Ignacio Massari to well know to be the same persons of the names described in and who executed the foregoing agreement and to me severally acknowledged that they did freely and voluntarily executed the same for the uses and purposes therein expressed.

'Witness my hand and official seal this day and year last above written.

'[Notarial Seal.] G. B. Massari, Notary Public

'Notary Public, State of Florida at Large.

'My Commission expires Mar 7 1931.'

On February 25, 1931, Massari filed bill of complaint in the circuit court of Hillsborough county by which he sought to have decreed, amongst other things, that Salciccia be required to execute the transfer of title to a truck which was incident to and used in connection with the grocery business and which passed to Massari with the grocery business, and also to enjoin Salciccia, his agents and employees, from engaging in the grocery business in Tampa, Fla., and more especially at No. 1402 Highland avenue, it being alleged in the bill that Salciccia disregarded his obligation in the contract conveying good will of the business to Massari, and further disregarded that part of his contract in which it was agreed between the parties that 'the said C. Salciccia could not go on the grocery business for a period of two years.'

The bill of complaint prayed for other relief which was not warranted. There was a general and special demurrer to the bill, all of which were sustained and the bill of complaint dismissed.

The contract between the parties hereinbefore quoted must be construed in the light of the intention of the parties, and clearly it was the intent of the parties by that contract to provide that Salciccia would retire from the grocery business, and that his former partner, Massari, would have his good will with the purchase of said business, and that Salciccia, in consideration of the sale to Massari, would not go into the grocery business so as to come in competition with Massari for a period of two years.

Assuming that this was and is the proper construction of the contract the contract is enforceable in equity under the modern doctrine, which doctrine has been held to apply in this state in the case of Lee v. Clearwater Growers' Association, 93 Fla. 214, 111 So. 722, 723, in which case...