Proctor v. Hansel
| Decision Date | 06 March 1928 |
| Docket Number | 38709 |
| Citation | 218 N.W. 255,205 Iowa 542 |
| Parties | C. M. PROCTOR, Appellee, v. J. H. HANSEL, Appellant |
| Court | Iowa Supreme Court |
Appeal from Story District Court.--SHERWOOD A. CLOCK, Judge.
Action to enjoin an osteopathic physician from practicing his profession, contrary to the terms of a written contract with the plaintiff. The relief prayed was granted, and the defendant appeals.
Affirmed.
John Y Luke, for appellant.
Lee Steinberg & Walsh, for appellee.
The appellee is an osteopathic physician, and has been engaged in the practice of his profession in the city of Ames since 1899. The appellant is also an osteopathic physician, and a much younger man than the appellee. He graduated in 1924, and practiced his profession in Story City, about 12 miles distant from Ames. On the 31st of December, 1925, the parties entered into a written agreement, by which the appellee was to furnish suitable quarters and equipment for the practice of their profession, and the appellant was to pay to the appellee 30 per cent of all fees derived from the practice of his profession, under the agreement. It was also provided by the written instrument that it should continue and remain in force for a period of one year from and after January 1, 1926. The contract contained the following provision:
"It is further agreed by and between the parties hereto, and as part consideration for this agreement, that the said party of the second part will not compete with the said party of the first part or engage in the practice of osteopathy in the city of Ames, Iowa, in opposition to the said party of the first part, for a period of three years from and after the termination of this agreement, without the written consent of the said party of the first part."
The parties operated under the terms of this written instrument until on or about January 5, 1927, when the appellee called the appellant's attention to the above-cited clause of the contract, and informed him that the relations were at an end. The appellant thereupon moved from the appellee's offices, and opened an office for himself for the practice of his profession in the city of Ames, and continued such practice until injunction was issued in this case.
I. Appellant contends that the contract did not express the true agreement of the parties, and that he signed the same without knowing its contents, and without knowledge that it contained the clause in question. It appears that negotiations were had between the parties, relative to entering into a contract, and that the appellee had the contract prepared in duplicate. The appellant stopped at the appellee's office on or about the 31st day of December, 1925. He was, at the time, in a hurry, and on his way to the city of Des Moines, to attend his wife, who was in a hospital there. Both contracts were signed, at the time, by the appellant, and both copies left with the appellee. There is no evidence sufficient to support a finding of fraud, deception, concealment, or overreaching, at the time of the signing of the instruments by the appellant. The appellant was able to read, and had ample opportunity to read the contract before he signed it, and it does not appear that any false statements were made in regard to the contents of the written instrument. Two copies were prepared, evidently one for each party; but the appellant not only neglected to take his copy with him, but did not seek to obtain it afterward. There is no showing in the record upon which the court could make a finding that the contract was not fairly entered into, or that all of its terms were not binding upon each of the parties thereto. Glenn & Pryce v. Statler, 42 Iowa 107; Gulliher v. C., R. I. & P. R. Co., 59 Iowa 416, 13 N.W. 429; Spring Garden Ins. Co. v. Lemmon, 117 Iowa 691, 86 N.W. 35; Shores-Mueller Co. v. Lonning, 159 Iowa 95, 140 N.W. 197; Bank of Holmes v. Thompson, 192 Iowa 1032, 185 N.W. 986.
II. The appellant contends that the contract is against public policy, and should not be upheld and enforced by the court. The question of the legality of contracts involving employment, or the purchase of a business or a trade or profession, has frequently been before the courts. For an extensive review and collation of the authorities generally, see note 9 A. L. R. 1456, and note 20 A. L. R. 861.
In Gossard Co. v. Crosby, 132 Iowa 155, 109 N.W. 483 we considered a case involving the question of specific performance of a contract for personal services and the granting of an injunction to restrain a servant from engaging in the service of another under a contract of employment. In said case we reviewed the authorities with regard to the question of the powers of a court of equity in enforcing a contract between an employer and an employee, but the case is not controlling in the case at bar. The instant case does not present a question between an employer and an employee, but rather, one where the arrangement between the parties was in the nature of a joint enterprise. The appellee, under the agreement in question, furnished the offices and equipment which were used by both parties jointly. The appellee was to receive a certain share of the earnings of the appellant. The arrangement gave the appellant an opportunity to become acquainted with appellee's patients, and to have the advantage of practicing in conjunction with an old and experienced practitioner. It is undoubtedly the general rule that a court of equity will not lend itself to the specific performance of a contract that is, in and of itself, against public policy, or so unreasonable, unconscionable, or oppressive that it should not be enforced; nor will it often interfere in cases where there is an adequate and ample remedy at law, or where the plaintiff in the action does not come into court with clean hands. There is nothing in the terms and provisions of the contract in the case at bar...
To continue reading
Request your trial