Schechter v. Friedman

Decision Date29 January 1948
Docket NumberNo. 206.,206.
Citation57 A.2d 251,141 N.J.Eq. 318
CourtNew Jersey Supreme Court
PartiesALFRED P. SCHECHTER and JOHN J. ARISIO, partners, trading as Arco Sales Associates, complainants-respondents, v. BENJAMIN FRIEDMAN, ABE FRIEDMAN and IRWIN S. FRIEDMAN, partners, trading as National Sales Company, defendants-appellants

OPINION TEXT STARTS HERE

Appeal from Court of Chancery.

Suit by Alfred P. Schechter and John J. Arisio, partners, trading as Arco Sales Associates, against Benjamin Friedman, Abe Friedman, and Irwin S. Friedman, partners, trading as National Sales Company, for injunctive relief against defendants' interference with exclusive contract claimed to be in existence between complainants and third person, together with an accounting for the profits that may have accrued to defendants arising out of the alleged interference. From the decree, the defendants appeal.

Affirmed.

COLIE, Justice, dissenting.

Isadore H. Colton, of Newark, for complainants-respondents.

Peter Cohn, of Paterson (Meyer E. Ruback, of Newark, of counsel), for defendants-appellants.

EASTWOOD, Justice.

Defendants-appellants appeal from a decree of the Court of Chancery advised by Vice-Chancellor Grimshaw on the opinion filed by his predecessor, Vice-Chancellor Lewis, directing appellants to pay to the respondents the sum of $4,539.47 with interest thereon from April 19, 1946, being the amount found due respondents by the Master appointed for that purpose as the profits realized by appellants from their business dealings with the Master Kitchen Equipment Company, of Rochester, New York. Master Kitchen Equipment Company is not a party to the litigation and will hereinafter be referred to as Master. Appellants were further decreed to pay the sum of $250 to Harry Schoen, Special Master, for his services; a counsel fee of $400 and taxed costs to respondents. We are in accord with the result achieved by the Court below.

Respondents' bill of complaint prayed for injunctive relief against the appellants' interference with an exclusive contract claimed to be in existence between respondents and Master, together with an accounting for any profits that may have accrued to appellants arising out of the alleged interference.

The respondents Schechter and Arisio, together with the appellants Benjamin Friedman and Abe Friedman, were, prior to December 18, 1944, engaged as a partnership known as Arco Sales Associates in the City of Paterson, New Jersey, as jobbers' and manufacturers' representatives, whereby the partnership acted as wholesale distributors representing manufacturers in the sale of their products to restaurant equipment dealers. Among the many manufacturers represented by Arco Sales Associates was Master, with whom said firm had transacted business for several years prior to December 18, 1944. During this time Arco Sales Associates consisting of Schechter, Arisio and the two Firedmans, also owned all of the issued stock of the New Jersey Valve & Equipment Company, a New Jersey corporation, which was then engaged in the business of building beer dispensing equipment.

Master was a co-partnership comprised of Americo Blure and Patsy Blure, brothers. They were the owners of a very small manufacturing plant located at Rochester, New York, employing about six workmen and having a very limited productive capacity and supply of materials. Master's business was that of manufacturing restaurant sinks and other related items. Arco Sales Associates had placed many orders with Master, but at the time in question, Master was behind in its deliveries of these orders due to its limited productive capacity.

Various differences having arisen between Schechter and Arisio on the one hand and the appellants, Benjamin and Abe Friedman on the other, it was decided to dissolve the then existing partnership. In furtherance thereof Schechter and Arisio purchased the interests of Benjamin and Abe Friedman in Arco Sales Associates, paying them the sum of $21,950, and in addition thereto, Schechter and Arisio transferred to them their stock holdings in the New Jersey Valve & Equipment Company.

Respondents continued the business of Arco Sales Associates; they filed a new trade name certificate showing themselves to be the owners of the business; notification of the change in ownership was sent to the old customers and manufacturers with whom they had dealt were notified of that fact. Among the latter so notified was Master who immediately requested the respondents to come to Rochester to see them. There is testimony in the case to the effect that the Friedmans were likewise notified and requested to confer with Master on the same day as Schechter and Arisio, who were then conducting the business of the new Arco Sales Associates. Schechter and Arisio conferred with the Blures in their office in Rochester at a conference on December 28, 1944, and at that time a written agreement or contract was entered into between the respondents and Master granting to the respondents the exclusive right of distribution of Master's products for a period of two years with the privilege of renewal, unless either party terminated the contract on sixty days' written notice prior to the expiration date of the contract or any renewal thereof. It is claimed by the appellants that on the same day, December 28, 1944, Irwin S. Friedman, representing the appellants, had also come to Rochester in response to Master's invitation for the purpose of conferring with Master, but that he was put off and kept waiting while Schechter and Arisio were negotiating with Master with the result that he, Friedman, did not see the Blures until the following day. Parenthetically, it may be observed that the appellants, following their separation from the respondents on December 18, 1944, had formed a new firm under the name of National Sales Company, consisting of Benjamin Friedman and Abe Friedman, and in addition thereto the said Irwin S. Friedman, who is a member of the New Jersey Bar, was previously employed by the old Arco Sales Associates as its office manager. Irwin S. Friedman is the son of Benjamin Friedman and nephew of Abe Friedman.

The appellant, Irwin S. Friedman, on his visit to Master at Rochester was informed by Master, if the testimony of respondents is to be credited, that it had entered into an exclusive contract with the respondents. It was testified that the contract was exhibited by Master to him and that he read it; and further, that he then advised Master that the contract was of no effect at law and suggested to Master that Master attempt to get the contract back from Schechter and Arisio by subterfuge and destroy it. Additionally, it is claimed that he told Master that respondents' financial standing was poor; that respondents' customers were cancelling their orders for the restaurant sinks; that he, Irwin S. Friedman, had numerous orders for Master's products which he had obtained in Rochester that day or the day previous; that he could and would obtain for Master all the raw materials needed by them to manufacture sinks, and that he was then ready to place an order on behalf of National Sales Company for 1,000 sinks. It is further...

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15 cases
  • Colo. Interstate Gas v. Natural Gas Pipeline Co.
    • United States
    • U.S. District Court — District of Wyoming
    • 29 Mayo 1987
    ...370 Mass. 425, 348 N.E.2d 771 (1976); Automatic Laundry Serv. v. Demas, 216 Md. 544, 141 A.2d 497 (1958); Schechter v. Friedman, 141 N.J.Eq. 318, 57 A.2d 251 (Ct.Err. & App. 1948); Caskie v. Philadelphia Rapid Transit Co., 321 Pa. 157, 184 A. 17 (1936); Second Nat'l Bank v. M. Samuel & Sons......
  • Zippertubing Co. v. Teleflex Inc.
    • United States
    • U.S. Court of Appeals — Third Circuit
    • 22 Marzo 1985
    ...Appeals held that an accounting for profits is an appropriate remedy for interference with a prospective advantage. Schechter v. Friedman, 141 N.J.Eq. 318, 57 A.2d 251 (1948). That holding is consistent with the New Jersey law respecting the analogous business tort of misappropriation of a ......
  • Cross v. Berg Lumber Co.
    • United States
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    • 20 Julio 2000
    ...Co. v. Morgan, 440 So.2d 1292 (Fla.Dist.Ct. App.1983), petition for review denied, 450 So.2d 486 (Fla.1984); Schechter v. Friedman, 141 N.J.Eq. 318, 57 A.2d 251 (1948). Cerillo, § The district court in this case found that Cross' conduct was "certainly egregious," but did not rise to "the l......
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    • U.S. District Court — Southern District of New York
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    ...of suit for damages to ship merchandise to [defendants] in violation of [plaintiffs'] exclusive contract." Schechter v. Friedman, 141 N.J. Eq. 318, 57 A.2d 251, 253 (1948). See also Lamorte Burns, 770 A.2d at 1172 ("Walters and Nixon gathered and used Lamorte's protected information to effe......
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