Sonotone Corp. v. Baldwin

Decision Date30 April 1947
Docket Number524.
Citation42 S.E.2d 352,227 N.C. 387
CourtNorth Carolina Supreme Court

Civil action to enjoin plaintiff's former District Manager from entering competitive employment in violation of his agreement.

The Sonotone Corporation has been selling hearing aids in the Carolinas for approximately 20 years and has built up a large demand for its products in this territory. The defendant Carl J. Baldwin, is an expert in the audiometric measurement of hearing loss and the proper fitting of hearing aids to compensate for such loss. He obtained his training in this field while working for the plaintiff.

In 1939 the defendant entered the employ of the plaintiff in the territory of the Carolinas. On January 1, 1943, he agreed in writing to become Manager or District Manager for the sale of plaintiff's products in 40 counties in North Carolina and 9 contiguous counties in South Carolina. The defendant was given exclusive retail sales rights of plaintiff's products for one year, with provision that the contract should be deemed automatically renewed from year to year for not more than two additional years, if the defendant sold his annual quota. The defendant agreed to devote himself exclusively to the business of selling plaintiff's products and supplies.

It was further stipulated that "Upon the termination of this contract * * * the Manager agrees that he will not engage * * * in the business of manufacturing and/or selling any products or devices * * * in competition with the Manufacturer, or any agents or managers of the Manufacturer either directly or indirectly as principal, or as agent or employee, in the Territory and within an area extending fifty (50) miles on every side thereof during a period of twelve (12) months from the date of termination.

The parties operated under this agreement for the first year and the two succeeding years. At the end of the third year on December, 31 1945, the parties continued to operate in the same way without anything being said about a new contract. On June 21, 1946, the following written stipulation was duly executed by the parties:

"June 21, 1946

"It is hereby mutually agreed that the territory outlined in clause number one of this contract be changed as of this date to read as follows:

"Effective January 1, 1946, the minimum monthly sales quota outlined in clause number thirty-two, shall be $4,465.00 per mo.

"Dean Bobbitt, President.

"F.W Burns, Assistant Secretary.

"Carl J. Baldwin, District Manager Sonotone of Charolotte

"Mrs Carl J. Baldwin

"Witness for the District Manager."

In September, 1946, the defendant began negotiations with one of plaintiff's competitors, Telex Corporation, and agreed to become Division Manager for this corporation, effective January 1, 1947, in nine states, including North and South Carolina.

Thereafter, on December 11, 1946, by letter duly signed by the defendant as "Mgr.", he tendered to the plaintiff his resignation as District Manager of the Charlotte territory to take effect at the end of the year, December 31, 1946.

On learning of defendant's contract with the Telex Corporation, the plaintiff instituted this action to enforce the restrictive covenant in its contract with the defendant.

A temporary restraining order was issued and this was continued to the hearing, limited, however, to the 49 counties mentioned in the contract.

From this order, the defendant appeals, assigning errors,

Whitlock, Dockery & Moore, of Charlotte, for plaintiff-appellee.

Howard B. Arbuckle, Jr., of Charlotte, for defendant-appellant.

STACY Chief Justice.

On the hearing, the case was made to turn primarily on whether the restrictive covenant, here sought to be enforced, is in writing and signed by the defendant. The statute provides that no contract or agreement limiting the right of any person to do business anywhere in North Carolina shall be enforceable unless such contract or agreement is in writing and duly signed by the party who agrees not to enter into any such business within the prescribed territory. G.S. § 75.4.

I. Character of Contract

That the parties regarded their written contract of January 1, 1943, as being in full force and effect during the year 1946 is evidenced by the following:

1. From and after December 31, 1945, the parties continued their operations under the contract, each rendering the same services and proceeding as therefore. See Styles v. Lyon, 87 Conn. 23, 86 A. 564; 35 Am.Jur. 454 and 460; 17 C.J.S., Contracts, § 4, p. 318.

2. On June 21, 1946, the parties duly executed and signed an amendment to the contract.

3. On December 11, 1946, the defendant, by letter signed by him as "Mgr.", tendered his resignation as District Manager of defendant's Charlotte territory, effective December 31, 1946.

The effect of the memorandum of June 21, 1946, was to put in writing the mutual understanding of the parties that the written contract between them was still operative and to continue it in force as amended. It was signed by the defendant in his capacity as District Manager. His letter of resignation, written on December 11, was also signed by him as "Mgr". True, in this letter, the defendant speaks of "the absence of contract", but this would seem to be a contradiction in terms. He resigns as District Manager effective at a later date. He evidently regarded himself as District Manager at that time. Under what contract? Moreover, the defendant was then looking forward to his contemplated work with the Telex Corporation.

The defendant confidently cites, as...

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