Spaulding v. Mayo

• Decision Date: 02 October 1923
• Docket Number: No. 1889.,1889.
• Citation: 122 A. 899
• Court: New Hampshire Supreme Court
• Parties: SPAULDING v. MAYO.

122 A. 899

SPAULDING

v. MAYO.

No. 1889.

Supreme Court of New Hampshire. Sullivan.

Oct. 2, 1923.

Transferred from Superior Court, Sullivan County; Allen, Judge.

Bill for injunction by Nellie M, Spaulding, as the F. M. Spaulding Company, against Arthur F. Mayo. Decree for plaintiff. Defendant's motion to dismiss the bill and set aside the decree was denied, and the case was transferred on defendant's exceptions. Exceptions overruled.

Bill in equity praying for an injunction. Decree for the plaintiff. The plaintiff, in consideration of the defendant's agreement, not to engage in the undertaking business in Claremont in competition with her, employed him as an undertaker, and he worked for her, under this agreement, for a year and a half. He then left her without cause and engaged in the undertaking business on his own account. The defendant in his answer denied that he made this agreement and alleged that the—

"contract, if it existed, was in restraint of trade; that it was without consideration; that it was lacking mutuality; and that the relief prayed for if granted would be unduly oppressive; * * * that it was not ancillary to the sale of stock, fixtures, or good will; that the above defendant had not learned or had any opportunity to learn any trade secrets; * * * and further that the plaintiff has a plain, complete, and adequate remedy at law."

After the decree was filed, the defendant moved to dismiss the bill for the reasons stated in his answer, and to set the decree aside as against the law and the evidence.

Transferred on the defendant's exceptions to the denial of these motions.

Jesse M. Barton, of Newport, and Francis W. Johnston, of Claremont, for plaintiff.

Hurd & Kinney, of Claremont, for defendant.

YOUNG, J. 1. The test to determine whether the agreement is void because it imposes limitations on the defendant's freedom of action is to inquire whether the limitations are reasonable. Standard Oil Co. v. United States, 221 U. S. 1, 31 Sup. Ct. 502, 514-516, 55 L. Ed. 619, 34 L. R. A. (N. S.) 834, Ann. Cas. 1912D, 734; Bancroft v. Embossing Co., 72 N. H. 402, 406, 57 Atl. 97, 64 L. R. A. 298.

The general finding for the plaintiff includes a finding of all the special facts necessary to sustain it (McGinley v. Railway, 79 N. H. 320, 109 Atl. 715), unless it appears from the special findings that that is not the case. It must be held, therefore, that the court found that the limitations contained in this agreement were reasonable, for there is nothing in the special findings which even tends to negative this conclusion.

2. The court has found that the plaintiff changed her position because of the defendant's promise, and that constitutes a sufficient consideration for his promise not to engage in the undertaking business in Claremont in competition with her.

3. The fact the plaintiff acted in reliance on the defendant's promise disposes of his contention that the agreement is invalid because it lacks mutuality. In other words, the plaintiff's promise to employ the defendant as an undertaker was a sufficient consideration for his promise not to engage in the undertaking business. Whether the plaintiff would have been entitled to the relief prayed for if she had discharged the defendant without cause is a question not raised by his exception and one as to which no opinion is intended to be expressed.

4. There is no rule of law written or unwritten, except the rule of reason, which delimits the situation which must exist to authorize the court to enjoin one from doing acts he has agreed not to do. The test therefore which should be applied to determine whether the court erred when it enjoined the defendant is to...