Samuel Stores, Inc. v. Abrams

• Decision Date: 22 December 1919
• Citation: 94 Conn. 248,108 A. 541
• Court: Connecticut Supreme Court
• Parties: SAMUEL STORES, Inc., v. ABRAMS.

108 A. 541

94 Conn. 248

SAMUEL STORES, Inc., v. ABRAMS.

Supreme Court of Errors of Connecticut.

December 22, 1919

Appeal from Court of Common Pleas, Fairfield County; John J. Walsh Judge.

Action by the Samuel Stores, Incorporated, against Aaron H. Abrams. Demurrer to complaint sustained, and plaintiff appeals. No error.

Action for an injunction to restrain the defendant from conducting a clothing business in Bridgeport and from soliciting former and present customers of the plaintiff to trade with him, in alleged violation of a contract, brought to the court of common pleas for Fairfield county upon a complaint containing the following allegations:

" (1) The plaintiff is a corporation engaged in the sale of clothing for men, women, and children, and conducts a store for said purpose in said city of Bridgeport.

" (2) On June 4, 1918, the plaintiff and the defendant entered into a written contract, a copy of which is hereunto attached as Exhibit A, by which contract the plaintiff engaged the services of the defendant as manager for one of its branch stores for a period of one year from September 5 1918, for the compensation stated in said agreement, which contract is still in force.

" (3) By the provisions of said contract the said defendant agreed that he would not engage in any business that would compete with the business of the party of the first part for five years after the date of the termination of his connection with the plaintiff, and that in the event of his so doing, the plaintiff would be entitled to an injunction, restraining him from continuing such business.

" (4) The said defendant, under and in pursuance of said contract, entered into the service of the said plaintiff, and continued in such service until November, 1918, when the defendant left the employ of the said plaintiff.

" (5) The defendant, in the course of his said employment, acquired information and knowledge of confidential matters relating to the conduct of said business, including a list of the customers of such business.

" (6) The defendant, in violation of his said agreement on December 9, 1918, opened a store in said Bridgeport, and engaged in the business of selling clothing for men, women and children, and engaged in the same line of business conducted by the plaintiff in said Bridgeport, and engaged in business in competition with the plaintiff, in violation of the said agreement, and has advertised himself as formerly with ‘ the People's Store,’ the same being the tradename under which the plaintiff has been conducting business in said Bridgeport, and has been and is soliciting the customers of the plaintiff to trade with him, the defendant.

" (7) The plaintiff has fully performed all the provisions of said agreement on his part to be performed.

" (8) The plaintiff will be irreparably damaged by the continuation of said competitive business by the defendant, and has no adequate remedy at law.

" The plaintiff claims:

" (1) That the defendant be enjoined from further conducting and continuing such business, and from soliciting the former and present customers of the plaintiff to trade with him.

" (2) Such other and further relief as to the court may seem proper."

Exhibit A recites that the defendant is engaged as manager for one year in one of its branch stores. Such other parts of Exhibit A as are essential are found in the opinion.

To this complaint the defendant filed a demurrer, pleading, among other grounds of demurrer, the following:

" An injunction against the defendant as prayed for would be mischievous and against public policy."

This demurrer the court of common pleas sustained; the plaintiff appealed.

John Keogh and John T. Dwyer, both of South Norwalk, for appellant.

Alexander L. De Laney, of Bridgeport, for appellee.

CURTIS, J.

By the complaint and the contract, Exhibit A, attached thereto, the following facts are disclosed:

The plaintiff is a corporation of the state of New York engaged in conducting branch clothing stores in various cities.

It employed the defendant as manager of one of its branch stores for the period of one year from September 5, 1918, under the written contract attached to the complaint.

The contract contains the following stipulation on the part of the defendant:

" And, whereas, in the course of such employment, Aaron H. Abrams may be assigned to duties that may give him knowledge and information of confidential matters relating to the conduct and details of the business of the Samuel Stores, Incorporated, as to result in the opinion of the Samuel Stores, Incorporated, irremediable injury to it, for which no money damages could adequately compensate, if the said party of the second part should enter the employment of rival concern while this contract was still in effect, the said Aaron H. Abrams agrees not to engage in any other occupation during the life of this contract, and further agrees not to either directly or indirectly connect himself with any firm engaged in business similar to that of the party of the first part, which would compete with the business of the party of the first part, nor will he himself engage in any business that will compete with the business of the party of the first part, for five years after the date of his connection with the party of the first part being severed. The said Aaron H. Abrams agrees to use his best endeavors and his entire time to promote the business and business interests of the Samuel Stores, Incorporated."

The defendant in November, 1918, left the employ of the plaintiff, and on December 9, 1918, opened a store in Bridgeport, and engaged in the business of selling clothing for men, women, and children, and engaged in the same line of business conducted by the plaintiff in Bridgeport, and has advertised himself as formerly with the People's Store, the same being the trade-name under which the plaintiff has been conducting business in Bridgeport and the defendant has been and is soliciting the customers of the plaintiff to trade with him.

This case presents the question whether or not the restrictive stipulation in the contract between the parties is void as against public policy.

The public policy to be applied is the public policy of the present time. The changing conditions of life modify from time to time the reasons for determining whether the public interest requires that a restrictive stipulation shall be deemed void as against public policy. The following statement of the law found in the leading case of Maxim v. Nordenfeldt [1895] 11 The Reports, 27, is generally recognized as fundamental:

" The true view at the present time, I think, is this: The public have an interest in every person's carrying on his trade freely; so has the individual. All interference with individual liberty of action in trading and all restraints of trade of themselves, if there is nothing more, are contrary to public policy, and therefore void. But there are exceptions; restraints of

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