Standard Newspapers, Inc. v. Woods
| Decision Date | 06 March 1959 |
| Parties | STANDARD NEWSPAPERS, INC., a Tennessee corporation, Appellant, v. J. W. WOODS, Appellee. |
| Court | Florida Supreme Court |
James M. Smith, Jr., Ocala, for appellant.
Greene, Ayres & Greene, Ocala, for appellee.
The appellee sought in the Circuit Court of the Fifth Judicial Circuit a declaratory decree construing and declaring his rights and status under a certain agreement between appellant and himself, declaring the agreement void, and holding him to be free to engage in the newspaper and printing business in Marion County.
From the allegations of his complaint it seems that the appellee, and Clyde Hooker, R. F. Brown and Marion Publishing Company, as parties of the first part, entered into the contract with appellant, as party of the second part, by which they agreed that they would not re-enter the newspaper field in the county, directly or indirectly, as owner, stockholder or partner for a period of five years and would not abet such competition.
The appellee alleged that he was untrained in any other business and could not, therefore, earn a livelihood for his family in the county. He claimed that under Sec. 542.12, Florida Statutes 1957, and F.S.A., the agreement was not binding on him inasmuch as he had not sold the good will of any business, and had not executed it as a stockholder selling his shares in a corporation.
By the law are condemned contracts under which persons are restrained from pursuing a lawful profession, trade or business, with two paragraphs of exceptions. One relates to partners and is not involved here. Sec. 542.12(3), supra. The other appears to exclude from the operation of the law persons in three categories: those who sell the good will of businesses, shareholders who sell at their stock in corporations, and employees or agents. Persons in the first two classes may agree with the buyers to desist from engaging in a similar business for a reasonable time in a reasonable area, while those in the third class, agents and employees, may assume the same obligations and may further agree not to solicit old customers of the former employer. Sec. 542.12(2).
The appellee devoted the allegations in his complaint to the one contract dealing with promises not to compete with the appellant for a stated period in a specified area but it is not possible to decide this controversy on the agreement isolated by him. A few days defore it was executed, Marion Publishing Company, as party of the first part had executed a memorandum of agreement with appellant as party of the second part for the sale, by the former to the latter, of The Marion Sun, a weekly newspaper, and all the equipment, circulation lists and good will of the paper.
The appellee, who owned about 25% of the stock of Marion Publishing Company and held the positions of director and secretary in the corporation, was reluctant to sign the ancillary agreement securing the purchaser against competition from the signatories. His associates fearing that the sale, then evidently being negotiated pursuant to the memorandum, might not be consummated unless the agreement not to compete was signed paid him $1,000 consideration for his signature.
In its answer the appellant took the position that the appellee was restrained only from re-entering the newspaper or printing business in the capacity of owner, stockholder or partner and from aiding someone else in the establishment of a competing business. The appellant asserted that Sec. 542.12, supra, had no application to the present situation. Furthermore, appellant charged that the statute was unconstitutional because it so impaired the right to contract as to amount to taking its property without due process of law in violation of the Fifth and Fourteenth Amendments of the Constitution of the United States. The circuit judge held that the assault upon the statute should fail and the ruling gave this court jurisdiction of the controversy. Leafer v. State, Fla., 104 So.2d 350.
In the appellant's brief there is a dearth of citations to buttress its contention that the primary inhibition in the law unduly restricts the right to contract by condemning agreements designed to prevent a person from following a lawful trade, business or profession.
Originally, under the common law of England, contracts restricting a man's right to follow his calling were considered void as against public policy. This view developed from the requirement that a man could not pursue a trade to which he had not become apprenticed, and that one so committed was subject to penalty if he did not exercise that trade. Consequently an agreement to restrain him from following his trade would result either in his violation of the law or the deprivation of his right to earn a livelihood.
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...employer would leave the person in involuntary servitude or unable to provide for himself and his dependents. See Standard Newspapers, Inc. v. Woods, 110 So.2d 397 (Fla.1959). With the passage of time, the ancient rules of apprenticeship were abandoned, and it became recognized that in spec......
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...385 U.S. 11, 87 S.Ct. 78, 17 L.Ed.2d 10, reh'g denied, 385 U.S. 964, 87 S.Ct. 390, 17 L.Ed.2d 310 (1966); Standard Newspapers, Inc. v. Woods, 110 So.2d 397 (Fla.1959); § 542.33, Fla.Stat. (1987). Not, however, since Standard Newspapers, have I discovered any case that considers the fact tha......
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Reliable Fire Equip. Co. v. Arredondo
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