Sanford Dairy Co. v. Sanford

Gaynor, J.: The defendant was not precluded by the partnership agreement from' carrying on the same kind of business, nor restricted or excluded therein in respect of territory, on retiring from the partnership business. The agreement is only not to carry on such business “ in such manner as to interfere with, draw any customers [864] from, be in opposition to, or in any way hurt or damage the' business already established and carried on by said firm.” A controversy can arise under this in respect of numberless acts, business methods and policies of the defendant in his new business in respect of whether they violate the agreement. How is it to be determined whether they “ interfere with, draw any customers from, be in opposition to, or in any way hurt or damage the business ” of the plaintiff? Many or most cases of alleged ’violation would involve the consideration of the question whether they in fact amounted to carrying on the business in a way to affect the plaintiff’s business within the general prohibition of the agreement. Courts of equity will not take upon themselves the burden of interpreting and enforcing an agreement as imprecise, as infinite in its details and ramifications, as obscure as this. Parties have no right to cast such a burden on courts of equity; on the contrary, it is for them to make such an agreement specific. It was for the parties in this instance to have specified the things which would interfere with, hurt, be in opposition to, or draw away the customers of the business (Caswell v. Gibbs, 33 Mich. 331; High on Inj. [3d ed.] § 1178; Stokes v. Stokes, 148 N. Y. 708). This agreement should be enforced only in the respect in which it is not open to doubt. Beyond doubt it prevents the defendant from soliciting the plaintiff’s customers, directly or indirectly, for himself, or any one else, and in this respect only should it be enforced. The trial court has found that he did this in respect of five customers. The interlocutory judgment should have been restricted to that way of violating the agreement, and empowered the referee to take evidence of the damage done in the five cases, and like cases, and no other evidence. The agreement includes not only the old customers of the partnership, but all who have since become customers of the plaintiff’s business ; it contemplated a changing and growing business. The interlocutory judgment should be modified as above, and as thus modified affirmed, without costs. Hirsohberg, P. J., Hooker, High and Miller, JJ., concurred. Interlocutory judgment modified in accordance with opinion by Gaynor, J., and as modified affirmed, without costs.