Mattis v. Lally

Decision Date26 June 1951
Citation138 Conn. 51,82 A.2d 155
CourtConnecticut Supreme Court
Parties, 46 A.L.R.2d 114 MATTIS v. LALLY. Supreme Court of Errors of Connecticut

Edward Seltzer, Hartford (Bernard J. Ackerman, Rockville, and Donald H. Clark, Hartford, on the brief), for the appellant (defendant).

Robert J. Pigeon, Rockville, Robert F. Kahan, Vernon, for the appellee (plaintiff).

Before BROWN, C. J., and JENNINGS, BALDWIN, INGLIS and O'SULLIVAN, JJ.

BALDWIN, Judge.

This appeal presents the question whether a restrictive clause in a bill of sale of a barber shop preventing the seller from carrying on his trade within a specified area is valid and enforceable. The court issued an injunction enforcing the restriction and the defendant appealed.

The claims of error in the finding are without merit. The facts can be summarized as follows: The defendant owned and operated in Rockville a business known as Lally's Barber Shop. In September, 1948, he sold the shop 'together with all good will' to the plaintiff for $1500. The bill of sale contained the following restrictive clause: 'The seller agrees in and for the consideration above named, that he will not engage in the barbering business for a period of five years from this date in the City of Rockville * * * or within a radius of one mile from Market Street in said City * * * either directly or indirectly on his own account or as partner, stockholder, employee or otherwise.' The one-mile alternative was included because the limits of the town of Ellington were within a quarter of a mile of the location of the defendant's business. At the time of the sale, the defendant's condition of health was not good. He and his wife owned the four-family tenement house where they lived. The property was heavily incumbered with mortgages. Interest on these mortgages and the taxes were in arrears. The defendant was fifty-eight years old, had been a barber for forty years and was unfamiliar with any other kind of work. He was not an invalid, however, and was capable of doing some manual and physical labor. He opened a restaurant which proved unsuccessful. He gave it up and went to work for the plaintiff as a barber in his old shop. After working there about nine months he left in April, 1950, and set up a one-chair barber shop in his own home, which was not more than 300 yards from the shop he had sold to the plaintiff. There he has the patronage of old personal customers and the work is easier for him. His income is about what he received when he was working for the plaintiff. His wife has carried on a small millinery business from their home to increase the family income. He recently purchased a new Plymouth car. After the defendant left the plaintiff's employ, the business of the plaintiff did not justify the hiring of another assistant except on Saturdays. He had to work harder and his net receipts were less. Upon these facts the court concluded that the business purchased by the plaintiff required the protection of the restrictive clause, that the clause worked no undue hardship upon the defendant and that the contract was valid and enforceable.

This is a contract in restraint of trade. The test of its validity is the reasonableness of the restraint it imposes. Restatement, 2 Contracts, § 514; 5 Williston, Contracts (Rev.Ed.) § 1636; 3 Pomeroy, Eq.Jur. (5th Ed.) § 934a; 36 Am.Jur. 544, § 65. 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 protection to the interests of the party in whose favor it is to operate, without unduly interfering with the public interest. Cook v. Johnson, 47 Conn. 175, 176; Restatement, 2 Contracts, §§ 515, 516(a); 2 Page, Contracts, § 777; see Mitchel v. Reynolds, 1 P. Whis. 181, 24 Eng.Rep. 347; United States v. Addyston Pipe & Steel Co., 6 Cir., 85 F. 271, 279, 46 L.R.A. 122.

The plaintiff bought all the equipment in the defendant's shop 'together with all good will.' Good will in the sense here used means an established business at a given place with the patronage that attaches to the name and the location. It is the probability that old customers will resort to the old place. People ex rel. A. J. Johnson Co. v. Roberts, 159 N.Y. 70, 82, 53 N.E. 685, 45 L.R.A. 126. Having paid for 'good will,' the plaintiff was entitled to have reasonable limitations placed upon the activities of the defendant to protect his purchase. If the plaintiff could hold the patronage of the defendant's old customers and secure that of others who might be looking for the services of a barber at the established location, he would be reasonably assured of carrying on the business profitably. If, however, the defendant should open up another shop in the immediate vicinity, it was to be expected that his old personal customers and others would seek his services. There is no finding that the barber shop before the sale to the plaintiff attracted customers from the entire area covered by the restriction except as that fact is implicit in the court's finding that the plaintiff's business required the protection accorded to it. If the fact was...

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39 cases
  • Robert S. Weiss and Associates, Inc. v. Wiederlight
    • United States
    • Connecticut Supreme Court
    • 9 Agosto 1988
    ...a covenant not to compete ancillary to an employment agreement. 2 Although the trial court stated that it relied upon Mattis v. Lally, 138 Conn. 51, 54, 82 A.2d 155 (1951), which involved a covenant ancillary to the sale of a business, this fact does not establish that it erred in finding t......
  • Deleo v. Equale & Cirone, LLP
    • United States
    • Connecticut Court of Appeals
    • 23 Febrero 2021
    ...the court must weigh these factors in their totality on the basis of the factual circumstances before it. See Mattis v. Lally , 138 Conn. 51, 56, 82 A.2d 155 (1951) ("[e]quity under some circumstances will hold invalid contracts which are so broad in their application that they prevent a pa......
  • Lavery's Main St. Grill, Inc. v. Hotel and Restaurant Employees-Bartenders Union Local 288
    • United States
    • Connecticut Supreme Court
    • 8 Enero 1959
    ...trial court's conclusion that no adequate remedy other than injunctive relief was available in the premises. See Mattis v. Lally, 138 Conn. 51, 56, 82 A.2d 155, 46 A.L.R.2d 114. The plaintiff, in a purported appeal, filed an assignment of error attacking the court's finding that there was a......
  • Elida, Inc. v. Harmor Realty Corp.
    • United States
    • Connecticut Supreme Court
    • 3 Abril 1979
    ...v. General Iron & Welding Co., 171 Conn. 132, 137, 368 A.2d 111; Domurat v. Mazzaccoli, 138 Conn. 327, 330, 84 A.2d 271; Mattis v. Lally, 138 Conn. 51, 54, 82 A.2d 155; Dick v. Sears-Roebuck & Co., 115 Conn. 122, 126, 160 A. 432; Samuel Stores, INC. V. Abrams, 94 Conn. 248, [177 Conn. 226] ......
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