Puritan/Churchill Chemical Co. v. McDaniel
| Decision Date | 20 January 1982 |
| Docket Number | No. 38019,38019 |
| Citation | 286 S.E.2d 297,248 Ga. 850 |
| Parties | , 1982-83 Trade Cases P 65,157 PURITAN/CHURCHILL CHEMICAL COMPANY v. Ronald L. McDANIEL, et al. |
| Court | Georgia Supreme Court |
W. M. Fulcher, Fulcher, Hagler, Reed, Obenshain, Hanks & Harper, Augusta, Joseph Lefkoff, Lefkoff, Pike, Fox & Sims, P. C., Atlanta, for Puritan/Churchill Chemical Co.
C. Thompson Harley, McGahee, Plunkett, Benning, Fletcher & Harley, Augusta, for Ronald L. McDaniel et al.
Puritan/Churchill Chemical Company sought to enforce its employment contract against former employee, Ronald L. McDaniel, but was denied injunctive relief on the basis that its restrictive covenants were unreasonable and overbroad. Puritan/Churchill appeals. We reverse.
Ronald L. McDaniel worked for more than thirteen years for Puritan/Churchill as a sales representative for its sanitary maintenance chemicals and other specialty chemicals under several employment contracts, the most recent one having been entered upon in June 1, 1980. 1 See Division 1, infra.
In October, 1980, McDaniel successfully negotiated a three-year sales contract between Puritan/Churchill and one of his principal clients, the Graniteville Company. 2 On March 10, 1981, McDaniel's wife obtained a corporate charter for Chemtrol, Inc., the second defendant in this action. Two days later, McDaniel wrote to Graniteville advising of a price increase effective April 6, 1981, without the knowledge of Puritan/Churchill 3 but, according to the affidavit of the president of Puritan/Churchill "Puritan had effected no price increase at that time, ..." Graniteville considered the prices for the one year term, firm, and advised McDaniel that it would terminate the three-year contract as of April 6, 1981. McDaniel reaffirmed the increase in price in a March 25 letter. Puritan/Churchill did not learn of this exchange until April 10, 1981. Its offer to rescind the price increases was refused by Graniteville.
Meanwhile, Graniteville had let its cleaning supplies contract out for bid. McDaniel resigned from Puritan/Churchill on April 8, 1981. Mrs. McDaniel received an invitation to bid from Graniteville on April 13, and Ronald McDaniel successfully negotiated a contract with Graniteville on behalf of Chemtrol, Inc.
Puritan/Churchill then sought injunctive relief to enforce the restrictive covenants in its employment contract with McDaniel. The trial court found the covenants to be void, and refused to issue an injunction. Puritan/Churchill appeals.
1. Under the contract, McDaniel was restricted from attempting to capture or divert any of Puritan/Churchill's business in the territory (or territories) wherein he had been employed during a two-year period. 4 Although restrictive covenants are not favored in the law, Orkin Exterminating Co. v. Pelfrey, 237 Ga. 284, 227 S.E.2d 251 (1979), we find as a matter of law that the contract here between McDaniel and Puritan/Churchill was not unreasonable or overbroad. Marcoin, Inc. v. Waldron, 244 Ga. 169, 259 S.E.2d 433 (1979). The conduct of McDaniel in this case is strong evidence of the reasonableness of and necessity for some protection of an employer's expectations from those to whom his affairs are entrusted. Kessler v. Puritan Chemical Co., 213 Ga. 845, 102 S.E.2d 495 (1958); Morris-Forrester Oil Co. v. Taylor, 158 Ga. 201, 122 S.E. 680 (1924).
2. As other issues now remain for decision, we remand this case for further proceedings not inconsistent with this opinion.
Judgment reversed and remanded.
All the Justices concur, except HILL, P. J., and GREGORY, J., who concur specially, and CLARKE and SMITH, JJ., who dissent.
Under the strict interpretation of covenants against competition given by this court in prior cases, the trial court should be...
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