Zanturjian v. Boornazian

• Decision Date: 24 April 1903
• Citation: Zanturjian v. Boornazian, 25 R.I. 151, 55 A. 199 (R.I. 1903)
• Parties: ZANTURJIAN v. BOORNAZIAN et al.
• Court: Rhode Island Supreme Court

55 A. 199

25 R.I. 151

ZANTURJIAN

v. BOORNAZIAN et al.

Supreme Court of Rhode Island.

April 24, 1903.

Bill by Mardiros Zanturjian against Barker Boornazian and others. Heard on bill, answer, and proof. Bill dismissed.

Argued before TILLINGHAST and DOUGLAS, U.

Herbert A. Rice, for complainant.

Barney & Lee and James F. Murphy, for respondents.

TILLINGHAST, J. The object of the complainant in prosecuting this bill is to perpetually enjoin the respondents and each of them from carrying on the coal and wood business in the cities of Central Falls and Pawtucket, or in the vicinity thereof.

The bill alleges that on the 21st day of April, 1902, and for a long time prior thereto, the respondents owned and conducted a retail coal and wood business at No. 14 Charles street, in the city of Central Falls; that for some time prior to said date they had advertised said business for sale, representing that they were about to leave said city of Central Falls and engage in other pursuits; and that on said 21st day of April the respondents entered into an agreement with the complainant to convey to him all their stock and property in said business, together with the good will thereof, for the sum of $900, and further agreed that they would not, nor would either of them, from and after the date of said sale, engage in the business of retailing coal and wood, either directly or indirectly, in either of said cities or in the vicinity thereof, whereby they might come in competition in business with the complainant, and further agreed that they would execute a writing not to so engage in said business; that, in pursuance of said agreement, all of the stock in trade of every kind and description used by the respondents in carrying on their business, together with the good will of said business, was conveyed to the complainant, he paying therefor the said sum of $900; and that thereupon he took possession of said property, and has ever since conducted, and is now conducting, the business of retailing coal and wood at said location The bill further alleges that the specific property in question was not worth more than $500, and that the balance of the amount paid, to wit, $400, was paid for the further agreement aforesaid on the part of the respondents. It also alleges that the respondents, notwithstanding their agreement not to re-engage in said business, have, since the making thereof, returned to the city of Central Falls, and established a retail coal and wood business directly in the rear of the location aforesaid, and have engaged in and are now engaged in conducting the business of retailing coal and wood, and are soliciting trade relations with their former customers, and in all ways competing in said business with the complainant, all of which is in violation of their agreement aforesaid. The prayer of the bill is that the respondents may be perpetually enjoined from carrying on said business within the locality aforesaid. The answer of the respondents admits that they sold and conveyed said stock in trade and business to the complainant for the sum of $900, but they deny that they agreed that they would not again engage in the business of retailing coal and wood in the city of Central Falls or in its vicinity, and they deny that they agreed to execute a writing not to so engage in business, and not to compete with the complainant in manner and form as alleged in the bill. They further deny that the property and goods conveyed by them to the complainant were only of the value of $500, and that the price agreed upon, namely, $900, was fixed in view of the fact that they agreed not to again enter into said business, but, on the contrary, they allege that the said property was of the value of $900 and upwards. They also deny that they were ever requested to execute a writing to the effect that they would not again engage in said business, or that they ever agreed to execute such a writing. The bill of sale of the property in question, which was duly executed and delivered by the respondents to the complainant, after describing the principal articles conveyed thereby, contains this clause, viz. "together with the good will of said business." At the trial of the case, which was heard by the court on oral testimony, counsel for respondents objected to the introduction of oral testimony as to the making of the alleged agreement by the respondents not to re-engage in said business, on the grounds (1) that such an agreement was within the statute of frauds, and (2) that, so long as the parties had reduced their agreement to writing, it could not be added to or varied by parol evidence. The...