Torrington Creamery, Inc. v. Davenport
| Decision Date | 16 April 1940 |
| Citation | 12 A.2d 780,126 Conn. 515 |
| Court | Connecticut Supreme Court |
| Parties | TORRINGTON CREAMERY, Inc., et al. v. DAVENPORT. |
Appeal from Superior Court, Litchfield County; Ernest A. Inglis Judge.
Action by the Torrington Creamery, Inc., and others against Preston J. Davenport for an injunction restraining the defendant from carrying on the business of selling milk. The defendant's motion for judgment was denied, defendant's demurrers to the complaint overruled, and the issues were tried to the court. Judgment for the plaintiffs, and defendant appeals.
No error.
David Cramer, of Litchfield, for appellant.
Charles P. Roraback, of Torrington, for appellees.
Argued before MALTBIE, C.J., and HINMAN, AVERY, BROWN, and JENNINGS JJ.
This action was brought by The Sunny Valley Corporation and The Torrington Creamery, Inc., to enforce a restrictive covenant against entering a competitive business, contained in a contract of employment as a branch manager entered into by the defendant with The Sunny Valley Corporation. After a demurrer to the complaint had been overruled, the case was tried to the court and judgment entered in favor of the plaintiffs, from which the defendant has appealed. The facts material to the questions raised upon this appeal are these: In 1932, the High Brook Corporation, controlled by Lawrence Brigham, of Cornwall, employed the defendant as farm manager and superintendent. When the corporation started the distribution of milk in the Torrington area, the defendant was in charge of the Torrington branch for a period of about three months, while Mr. Brigham was in control of the company. In 1934, Mr. Brigham's interest in the corporation was acquired by George D. Pratt, the defendant, and others. The defendant knew the customers and accounts of the Torrington branch of the business. From 1934 until about March, 1938, the defendant devoted about half of his time to the management of a farm of the company at Cornwall Bridge, and the other half to managing the Torrington branch. About March 1, 1938, the High Brook Corporation had its name legally changed to The Sunny Valley Corporation, and George D. Pratt was the owner of most of its stock. It was then engaged in the business of distributing milk and dairy products in the towns of Torrington, Winsted, Litchfield, Thomaston, New Milford, New Preston, and Greenwich.
Soon afterward, Mr. Pratt and the defendant had a conversation with reference to the severance of relations between the corporation and the defendant, and the defendant suggested that he had certain plans for the improvement of the business and asked if he could attempt, for a period of five or six months, to carry these plans into effect as a full time manager. Mr. Pratt told the defendant that he would prefer to have him on a contract, because if the defendant did sever relations with the company it would place him in an advantageous position in regard to its business. In accordance with this conversation, on April 15th, a contract was entered into between the defendant and The Sunny Valley Corporation. By the terms of that contract, it was agreed that the defendant should be employed by The Sunny Valley Corporation, as branch manager of its Torrington branch, at a compensation fixed in the contract, with no specific term of employment. The contract also contained the following covenants on the part of the defendant:
‘ II. That in the event that his employment is terminated for any cause, he will not thereafter for a period of two (2) years after leaving the same employment solicit orders, directly or indirectly, from any customers of the Party of the First Part, or those of [its] successor if any, for such products as are sold by the Party of the First Part, or [its] successor, either for himself or as an employee of any person, firm or corporation.
‘ III. That he will not, for a period of two (2) years after the termination of said employment, engage directly or indirectly, either peronsally or as an employee, associate, partner, manager, agent or otherwise, or by means of any corporate or legal device, in the same business as that of the Party of the First Part, or [its] successor, within the towns of Torrington, Winsted, Litchfield, Thomaston, Oakville, Bantam, Watertown, New Milford, New Preston, or Greenwich.
Thereafter, the defendant continued to be employed under the terms of that contract until October, 1938. At that time, The Sunny Valley Corporation sold to The Torrington Creamery all of its retail and wholesale dairy products business, together with all the good will of the same as of October 18, 1938, in the city of Torrington, and in the towns of Litchfield, Bantam, Thomaston, Watertown, Oakville, and Winsted. There was no specific assignment made of the contract between The Sunny Valley Corporation and the defendant. However, the sale was finally evidenced by a bill of sale executed December 1, 1938. Immediately after the sale was agreed upon, The Sunny Valley Corporation discharged the defendant from its employ as of October 18, 1938. Since that time, the corporation has sold milk and other products to The Torrington Creamery for distribution by it in the Torrington area. In February, 1939, the defendant started in the business of producing milk and dairy products and of selling and distributing them in the towns of Torrington and Litchfield, and has carried on that business until the present time.
It is to be noted that the plaintiffs in their complaint did not ask for the enforcement of the restrictive covenant of the contract except in the towns of Torrington and Litchfield the area served by the Torrington branch of the corporation. The defendant, by reason of his employment by the...
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