Thompson v. Shell Petroleum Corp.

Decision Date22 January 1938
Citation178 So. 413,130 Fla. 652
PartiesTHOMPSON v. SHELL PETROLEUM CORPORATION.
CourtFlorida Supreme Court

Suit by the Shell Petroleum Corporation against J. F. Thompson to enjoin defendant from violating or canceling a contract for the sublease of a filling station to plaintiff. From a decree granting an injunction, defendant appeals. Appeal from Circuit Court, Orange County; Frank A. Smith, judge.

Affirmed.

COUNSEL

S.E. Durrance and H. N. Roth, both of Orlando, for appellant.

George Palmer Garrett, of Orlando, for appellee.

OPINION

BROWN Justice.

This is an appeal from an order of the circuit court of Orange county, granting an injunction to the Shell Petroleum Corporation, enjoining Thompson, appellant, from violating or canceling a sublease contract entered into by the parties hereto.

The appellant leased a filling station from the city of Orlando on June 21, 1933, for a period of five years. There was a provision in the lease whereby appellant could not sublease the property without the written consent of the lessor. A resolution was passed by the City Commission of Orlando whereby appellant was authorized to sublease the property to the appellee, subject, however, to a condition that 'the said Shell Petroleum Corporation (appellee) shall at all times during the period of sub-tenancy of it, employ the said J. F. Thompson to operate said premises in all respects whatsoever.' Appellant then subleased the property to the appellee corporation, which sublease contained a clause allowing the Shell Corporation the privilege to cancel the lease by giving fifteen days' notice and by paying the appellant Thompson $100. The sublease contained no provision allowing appellant to terminate the lease upon any condition.

On the next day, an agreement was entered into between these parties whereby appellant was employed to operate the station. This 'Dealer's license agreement' contained a provision allowing either party to revoke it by giving ten days' notice.

Appellant operated the station for some time, and then gave fifteen days' notice to the appellee that he would cancel the employment agreement and the sublease.

The appellee corporation secured an injunction to prevent appellant from canceling or violating the sublease contract. Appellant appeals from this decree.

There are two questions before the court: Should the contract of employment and the sublease be construed together in such a way as to give Thompson the privilege of canceling the sublease also, in view of the fact that the permission to sublease, granted by the city of Orlando, contained a condition that the Shell Corporation shall at all times during the subtenancy employ the said J. F. Thompson to operate the said premises in all respects whatsoever?

If Thompson has no privilege of canceling the lease, should the Shell Corporation be allowed to negatively enforce its specific performance by injunction, when Thompson could not enforce the lease against the Shell Corporation; in other words, is this a contract that cannot be enforced by injunction against its breach because there is no mutuality of remedies?

In considering the first question, we find that it is the appellant's contention that employment of Thompson was a condition attached to the city of Orlando's permission to sublet, and that the sublease and the employment contract were made in carrying out the agreement; i. e., there must be a hiring of Thompson or the sublease would not be permitted by the city, and that both the sublease and the contract must be construed together. We have no quarrel with this part of the appellant's contentions. We are of the opinion that we should consider the whole transaction in its entirety and look at each instrument in view of the other, and thus we will be aided in the construction and interpretaion of the instruments. The appellant further contends that by construing these two instruments together inasmuch as the sublease is conditioned on the employment of Thompson, that the clause permitting the parties to the employment contract to cancel on ten days' notice should also be construed as a part of the sublease. We are convinced that this line of reasoning is erroneous. By the plain terms of the contract to sublease, the appellee is expressly given the right to cancel the sublease on fifteen days' notice and the payment of $100. Can it be imagined that it was the intention of the parties that either one should be allowed to breach this sublease upon ten days' notice as allowed in the employment contract? Such an interpretation would be in violation of the intent of the parties as is clearly expressed by the provisions of the sublease. We can not take the 'ten days cancellation clause' out of the employment contract and substitute it for the clearly expressed provisions in the sublease, whereby only the appellee was allowed to cancel the contract and it must give fifteen days' notice and pay $100 for the privilege.

The city allowed this sublease subject to a condition. Of course when Thompson on his own initiative gave his ten days' notice and revoked his contract of employment, if he did not continue to work for the Shell Corporation, then, by his own act, this condition would be broken, but we are of the opinion that the only one who could complain of this broken condition was the city of Orlando. As between the parties to the sublease, none of the provisions in the sublease having been broken, Thompson could not complain. Thompson must abide by the sublease, even though the condition as to his employment, imposed by the city, was revoked. He cannot complain, especially since he revoked his employment by the Shell Corporation by his own voluntary act.

We are of the opinion, after reviewing the testimony of Thompson, that there had not been any actual termination of employment between Thompson and the Shell Corporation. After he gave notice that he was revoking his employment contract and canceling the sublease, he continued to work for the Shell Corporation under the same provisions. He was still employed by the Shell Corporation, when this suit was tried, and so the city of Orlando could not have complained, as there had not, as yet, been any actual breach of the condition.

The city of Orlando probably contemplated that Thompson and the Shell Corporation would enter into some sort of an agreement, but it was not specified what sort of an employment contract there should be between appellant and appellee, and as long as the appellant was actually employed by the appellee to operate the premises, whether by a dealer's license agreement, oral agreement, or what not, the condition was not violated. To reiterate, under the existing state of affairs, neither Thompson nor the city of Orlando could terminate the lease lawfully because all the provisions had been substantially complied with.

The second question then is whether the Shell Corporation should be allowed an injunction to prevent Thompson from canceling the sublease, and thus indirectly get specific performance of the contract against Thompson, when Thompson could not specifically enforce the sublease against the appellee if it saw fit to give due notice, pay the $100, and cancel it; i. e., is this a circumstance which would prevent the appellee from being granted an injunction because there was no mutuality of remedies available?

We find by a review of the authorities that usually the same general rules apply to injunctions against the breach of a contract that apply to specific performance.

'An injunction restraining the breach of a contract is a negative specific enforcement of that contract. The jurisdiction of equity to grant such injunction is substantially coincident with its jurisdiction to compel a specific performance. Both are governed by the same doctrines and rules; and it may be stated as a general proposition that wherever the contract is one of a class which will be affirmatively specifically enforced, a court of equity will restrain its breach by injunction, if this is the only practical mode of enforcement which its terms permit.'

'The tendency of the American Courts has been to limit, rather than to enlarge, the jurisdiction in cases of contracts. English Courts will enjoin the violation of some contracts, even though they can not be specifically enforced. The American Courts with few exceptions refuse to adopt this doctrine. ' Pomeroy's Equity Jurisprudence, 4th Ed. § 1341, Vol. 4.

See, also, section 1691 of the cited work, and the large number of cases that have quoted the above principle.

We also find that: 'As a general rule, to which there are few exceptions, an injunction to restrain a breach of contract operates as, and effects all the purposes of a decree for specific performance. And usually the breach of a contract will not be enjoined unless there be a mutuality of remedy as well as of obligation. ' The Law of Injunctions by Lewis and Spelling, page 288, § 129; and again on page 292, § 132, we find: 'As a general rule, where there is a lack of mutuality in the remedy, courts of equity will aid neither of the parties in the enforcement of the contract by granting an injunction but will leave them to their remedy at law. '

The following cases are cited: Swanson v. Lederer, etc., Co., 159 Ill.App. 547; Advance Oil Co. v. Hunt, 66 Ind.App. 228, 116 N.E. 340; Iron City Laundry Co. v. Leyton, 55 Pa.Super. 93; Ginsburg v. Woolworth & Co., 179 A.D. 364, 166 N.Y.S. 494.

In the case at bar, the appellee, who was the plaintiff in the court below, had the option to cancel the contract (sublease) on fifteen days' notice. Let us examine the authorities and see what they say about the enforcement of a contract by injunction when it contains...

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18 cases
  • Humble Oil & Refining Company v. DeLoache, Civ. A. No. 67-722.
    • United States
    • U.S. District Court — District of South Carolina
    • February 20, 1969
    ...each party should have precisely the same remedy, either in form, effect, or extent." Again, in Thompson v. Shell Petroleum Corporation (1938) 130 Fla. 652, 178 So. 413, 417, 117 A.L.R. 248, 253, the Court "`The legal principle that contracts must be mutual does not mean that in every case ......
  • Flammer v. Patton
    • United States
    • Florida Supreme Court
    • March 17, 1971
    ...and fairness were demonstrated beyond peradventure of doubt, would non-competition provisions be enforced. See Thompson v. Shell Petroleum Corp., 130 Fla. 652, 178 So. 413 (1938). The common law's animosity to non-competition restraints was based upon sound reasoning, but frequently the res......
  • Wright & Seaton, Inc. v. Prescott
    • United States
    • Florida District Court of Appeals
    • September 15, 1982
    ...requiring mutuality in contracts does not require that in every case each party have the same remedy.See also Thompson v. Shell Petroleum Corp., 130 Fla. 652, 178 So. 413 (1938); Bacon v. Karr, 139 So.2d 166 (Fla. 2d DCA 1962). Appellee clearly could have brought an action against appellant......
  • Southern Crane Rentals, Inc. v. City of Gainesville
    • United States
    • Florida District Court of Appeals
    • April 12, 1983
    ...of remedy does not mean that in every case each party must have the same remedy for a breach as the other. Thompson v. Shell Petroleum Corp., 130 Fla. 652, 178 So. 413 (1938). 1 However, if a party desires a provision as important as the right to unilaterally cancel a contract, such a provi......
  • Request a trial to view additional results
1 books & journal articles
  • Contract cases
    • United States
    • James Publishing Practical Law Books Florida Causes of Action
    • April 1, 2022
    ...measured by the same rules and practice as its power and duty to grant the latter relief.”). SEE ALSO Thompson v. Shell Petroleum Corp. , 130 Fla. 652 (Fla. 1938) (“An injunction restraining the breach of a contract is a negative specific enforcement of that contract. The jurisdiction of eq......

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