United Factory Outlet, Inc. v. Jay's Stores, Inc.

Decision Date04 February 1972
Citation361 Mass. 35,278 N.E.2d 716
PartiesUNITED FACTORY OUTLET, INC., et al. v. JAY'S STORES, INC., et al.
CourtUnited States State Supreme Judicial Court of Massachusetts Supreme Court

Francis P. O'Connor, Worcester, for defendants.

Burton Chandler, Worcester, for plaintiffs.

Before TAURO, C.J., and CUTTER, REARDON, QUIRICO and BRAUCHER, JJ.

CUTTER, Justice.

A decree dated April 6, 1966, set out a preliminary injunction directing eight corporate defendants 'and their respective and several officers, agents, servants, employees, and assigns, and each of them . . . until further order of the court, (to refrain) from using in any form or for any purpose the words 'Mammoth Mart' in connection with any store or business enterprise owned or operated by' them in Worcester, subject to conditions which here need not be set forth in detail. The defendants violated the injunction by advertisements in a Worcester newspaper on December 5, 12, and 19, 1969. They assert that the violations were unintentional. Upon the present contempt petition, a Superior Court judge and adjudged the corporations in contempt, ordered (a) the payment of a fine of $10 to the plaintiffs, 'as there was no evidence of any injury,' and (b) reimbursement of the plaintiffs (in the amount of $100) for 'expenses . . . in enforcing . . . rights concerning the contempt together with costs.' The defendants appealed. The case is before us on the petition for contempt, a report of material facts, and the reported evidence.

The defendants' 'sole contention is that there cannot be civil contempt unless there is wilful disobedience of the court's decree.' We assume, without deciding, that the evidence discloses no wilful disobedience. Nevertheless, the forbidden words, as the judge found, originated in manuscript prepared by the advertising department of the parent defendant corporation, and the advertisements appeared in the newspapers as so prepared.

1. The distinction between civil and criminal contempts was discussed by Mr. Justice Lummus in Godard v. Babson-Dow Mfg. Co., 319 Mass. 345, 347--348, 65 N.E.2d 555. He said (p. 347, 65 N.E.2d p. 557), 'If the penalty is not imposed wholly for the benefit of the aggrieved party, but in part at least is punishment for the affront to the law, the contempt is deemed criminal. If, on the other hand, the power of the court is used only to secure to the aggrieved party the benefit of the decree, either by means of a fine payable to the aggrieved party as a recompense for his loss through disobedience to the decree, or by means of imprisonment terminable upon compliance with the decree, then the contempt is deemed civil.' The present contempt was properly treated as civil, for the plaintiffs seek no punishment of the defendants. They attempt merely to obtain the benefit of the 1966 preliminary injunction.

To constitute civil contempt there must be a clear and undoubted disobedience of a clear and unequivocal command. See United States Time Corp. v. G.E.M. of Boston, Inc., 345 Mass. 279, 283, 186 N.E.2d 920. The injunction in the decree of April 6, 1966, showed a clear and explicit command. The judge's findings, already mentioned, showed a plain violation of that command. The defendants contend that, in addition, there must be proof that the disobedience is wilful. We reject this contention, at least when made in behalf of a corporation. 1

When a corporation is charged with civil contempt for violation a court order because of the acts of its agents or servants, it is not necessary to show that there was wilful disobedience or intention to violate the order. It is enough to establish that persons acting for the corporation were responsible for acts or inaction which in fact constituted a violation. See McComb v. Jacksonville Paper Co., 336 U.S. 187, 191, 69 S.Ct. 497, 499, 93 L.Ed. 599, where it was said, 'The absence of wilfulness does not relieve from civil contempt. . . . Since the purpose (of civil contempt) is remedial, it matters not with what intent the defendant did the prohibited act. The decree was not fashioned so as to grant or withhold its benefits dependent on the state of (the defendants') mind . . .. It laid on them a duty to obey specified provisions of the statute. An act does not cease to be a violation of a law and of a decree merely because it may have been done innocently.' 2 To the same effect are numerous other decisions. Godard v. Babson-Dow Mfg. Co., 319 Mass. 345, 349, 65 N.E.2d 555, 557 ('Proof of good faith and good intentions on the part of' a corporation and two of its officers 'would not purge them . . . at least of a civil contempt.' Damages (see pp. 346--347, 65 N.E.2d p. 557) only were assessed). Lustgarten v. Felt & Tarrant Mfg. Co., 92 F.2d 277, 280 (3d Cir.--'(B)elief, motive, or intent . . . do not excuse' the persons alleged to be in contempt although the circumstance that they 'were acting in good faith may be taken into consideration in mitigation of their offense'). National Labor Relations Bd. v. Lawley, 182 F.2d 798, 800 (5th Cir.) Evans v. International Typographical Union, 81 F.Supp. 675, 688 (S.D.Ind.). 3 Singer Mfg. Co. v. Sun Vacuum Stores, Inc., 192 F.Supp. 738, 741 (D.N.J.)--'The orders of the Court must be obeyed, and to absolve a large or small corporate defendant from its responsibilities simply because the corporation has ordered compliance but has not sufficiently policed same, would be to open the door for wholesale disobedience of the Court (order). . . . Although the salesmen may have been acting on their own in violating the decree, the corporation certainly was reaping the benefits therefrom' (emphasis supplied). On the strength of the authorities cited above, we hold that (a) good faith, (b) absence of wilful disobedience, and (c) lack of intent to violate a decree do not constitute a valid defence for a corporation charged with civil contempt. There was no error in the decree against these corporate defendants.

The defendants contend that certain Massachusetts cases treat wilful disobedience of an injunction as an essential element of a civil contempt. See Alves v. Braintree, 341 Mass. 6, 9--12, 166 N.E.2d 720; 4 Nickerson v. Dowd, 342 Mass. 462 464, 174 N.E.2d 346 (charges in contempt petition held not sustained); Massachusetts Commn. Against Discrimination v. Wattendorf, 353 Mass. 315, 231 N.E.2d 383 5. In each of the cases just cited the charge of civil contempt ran (primarily at least) against individuals, and not against corporations. 6 In the present case no individual is charged with civil contempt. As all the present defendants are corporations, there is no occasion in this case to review these cases or to reconcile them. They do not, in any event, apply to the facts before us.

Decree affirmed with costs of appeal.

TAURO, Chief Justice (concurring).

The majority opinion makes the law of the Commonwealth uncertain in an important area involving the power of courts to deal with violations of their decrees through civil contempt. For this reason, I cannot join in the opinion of the court, although I concur in the result reached in today's decision.

The defendants, eight corporations charged with civil contempt for disobeying an injunction, defend on the ground that their conduct was not a 'wilful disobedience of the court's decree' (emphasis supplied). As authority for their contention, they cite the case of Massachusetts Commn. Against Discrimination v. Wattendorf, 353 Mass. 315, 317, 231 N.E.2d 383. Also cited are Alves v. Braintree, 341 Mass. 6, 12, 166 N.E.2d 720, and Nickerson v. Dowd, 342 Mass. 462, 464, 174 N.E.2d 346. In summarily dismissing the defendants' argument, the majority hold that, in so far as corporations are concerned, courts may find civil contempt without proof of wilful disobedience. The majority refuse to consider the cases relied upon by the defendants, on the ground that '(i)n each of the cases . . . the charge of civil comtempt ran (primarily at least) against individuals, and not against corporations.' Thus the majority make a distinction between individuals and corporations.

I must respectfully disagree with the majority in their position. As I understand the law of civil contempt, there is but one rule which applies without regard to whether the particular defendant is an individual, a corporation, or some other entity. The rule, simply stated, is that absence of wilfulness will not purge a civil contempt. Inasmuch as the Wattendorf case is remarkably similar to the instant case on the facts, the majority have, in my view, created serious and needless uncertainty in not reviewing the Wattendorf holding in the light of today's result. 1 I believe the following analysis of the facts and the decided cases will sustain my position, and therefore, to avoid obvious inconsistencies in our case law, the Wattendorf case should be overruled.

1. Authority and sound principle lead me to reject the distinction which the majority appear to make between corporations and individuals. To my knowledge, no modern court has stated, as the majority now seem to suggest, that natural persons and corporations may be subject to different rules of law in adjudications of civil contempt.

The majority cite various civil contempt cases in an attempt to support their position. The majority fail to note, however, that in each case involving a corporation there were individual defendants who were subject to the same legal principles as the corporate defendant named in the title of the case. McComb v. Jacksonville Paper Co., 336 U.S. 187, 191, 69 S.Ct. 497, 93 L.Ed. 599 (individuals operating a manufacturing business and their wholly owned sales corporation). 2 Singer Mfg. Co. v. Sun Vacuum Stores, Inc., 192 F.Supp. 738, 739, 740--741 (D.N.J.) (corporation and two corporate officers). Godard v. Babson-Dow Mfg. Co., 319 Mass. 345, 349, 65 N.E.2d 555 (corporation and two corporate officers). Also cited by...

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