Onondaga County Milk Ass'n v. Wall

Hardin, J.: The agreement accompanying the defendant’s transfer of three shares of the capital stock of the plaintiff to Porter is made the foundation of this action. By the agreement it is evident that the [496] defendant owned the three shares of stock in plaintiff’s association and sold them for $300 to Porter, and at the same time undertook, for the period of five years, “ not to engage in the sale or delivery of milk in the city of Syracuse,” etc., * * * “in any manner whatever, to the prejudice or detriment of the said stock, or the interest of the holder thereof, or the interest and business of the said Onondaga County Milk Association.” The sale of stock was to Porter. Ho advanced the purchase-price ; he took the covenant in restraint of business and became the beneficial party interested in the enforcement of the agreement. But he was under, so far as the case discloses, no obligation to require the defendant to abstain from the sale of milk. The plaintiff did not furnish the consideration moving to the contract between the defendant and Porter. It does not appear that its consent, if given to a transfer of its stock upon its books, would be any loss or detriment to it. The agreement made by the defendant with Porter is not such an one as the plaintiff alone can enforce. Porter is not a party to this action; lior does he appear in any way to have transferred his rights under the agreement to the plaintiff. (Guthrie v. Kerr, Alb. Law Jour., vol. 18, p. 18; Vrooman v. Turner 69 N. Y. 280.) And we do not think the by-law should be construed as having the effect to authorize an injunction. The contract was with, and presumably for the benefit of Porter. This action is to enforce it, by restraining the defendant from selling and delivering milk in violation of his agreement with Porter. It is settled that chancery will not interfere to enforce a mere voluntary agreement. There must be a good consideration to support an agreement, and the plaintiff must have the legal interest in it in order to enforce it. (Minturn v. Seymour, 4 Johns. Ch., 497; McCotter v. Lawrence, 4 Hun, 107.) The complaint and affidavits did not make a case entitling the plaintiff to an injunction against the defendant, and the motion to set the ^iirjunction aside ought to have been granted. •The order, denying the motion should be reversed, with ten dollars costs and disbursements, and the motion granted vacating the injunction, with ten dollars costs. Talcott, P. J., and Smith; J., concurred. [497] Order reversed, with ten dollars costs and disbursements, and motion granted vacating the injunction, with ten dollars costs.