Wm. Rogers Manufacturing Co. v. Rogers , 7 L.R.A. 779 ( 1890 )

Andrews, C. J.

Contracts for personal service are matters for courts of law, and equity will not undertake a specific performance. 2 Kent’s Com., 258, note 5; Hamblin v. Dinneford, 2 Edw. Ch., 529; Sanquirico v. Benedetti, 1 Barbour, 315; Haight v. Badgeley, 15 id., 499; De Rivafinoli v. Corsetti, 4 Paige, 264. A specific performance in such cases is said to be impossible because obedience to the decree cannot be compelled by the ordinary processes of the court. Contracts for personal acts have been regarded as the most familiar illustrations of this doctrine, since the court cannot in any direct manner compel the party to render the service.

The courts in this country and in England formerly held that they could not negatively enforce the specific performance of such contracts by means of an injunction restraining their violation. 3 Wait’s Actions & Defences, 754; Marble Company v. Ripley, 10 Wallace, 340; Burton v. Marshall, 4 Gill, (Md.,) 487; De Pol v. Sohlke, 7 Robertson, (N. Y.,) 280; Kemble v. Kean, 6 Simons, 333; Baldwin v. Society for Diffusion of Knowledge, 9 id., 393; Fothergill v. Rowland, L. R., 17 Eq., 132.

The courts in both countries have, however, receded somewhat from the latter conclusion, and it is now held that where a contract stipulates for special, unique or extraordinary personal services or acts, or where the services to be rendered are purely intellectual, or are peculiar and individual in their character, the court will grant an injunction in aid of a specific performance. But where the services are material or mechanical, or are not peculiar or individual, the party will be left to his action for damages. .The reason seems to be that services of the former class are of such a nature as to preclude the possibility of giving the injured party adequate compensation in damages, while the loss of services of the latter class can be adequately compensated by an action for damages. 2 Story’s Eq. Jur., § 958 a; 3 Wait’s Actions & Defenses, 754; Pomeroy’s Eq., § 1343; California Bank v. Fresno Canal Co., 53 Cal., 201; Singer Sewing Machine Co. v. Union Button Hole Co., 1 Holmes, 253; Lumley v. Wagner, 1 De G. M. & G., 604; South Wales R. R. Co. v. Wythes, 5 id., 880; Montague v. Flockton, L. R., 16 Eq., 189.

The contract between the defendant and the plaintiffs is made a part of the complaint. The services which the defendant was to perform for the plaintiffs are not specified therein, otherwise than that they were to be such as should be devolved upon him by the general manager; “it being understood that such duties may include traveling for said companies whenever in the judgment of said general agent the interests of the business will be thereby promoted; ” and also “including such duties as traveling for said companies as said general agent may devolve upon him, including also any duties as secretary or other officer of either or both of said companies as said companies may desire to have him perform.” These services, while they may not be material and mechanical, are certainly not purely intellectual, nor are they special, or unique, or extraordinary; nor are they so peculiar or individual that they could not be performed by any person of ordinary intelligence and fair learning. If this was all there was in the contract it would be almost too plain for argument that the plaintiffs should not have an injunction.

The plaintiffs however insist that the negative part of the contract, by which tire defendant stipulated and agreed that he would not be engaged in or allow his name to be employed in any manner in any other hardware, cutlery, flatware or hollow-ware business, either as a manufacturer or seller, fully entitles them to an injunction against its violation. They aver in the complaint, on information and belief, that the defendant is planning with certain of their competitors to engage with them in business, with the intent and purpose of allowing his name to be used or employed in connection with such business as a stamp on the ware manufactured; and they say such use would do them great and irreparable injury. If the plaintiffs owned the name of the defendant as a trade-mark they could have no difficulty in protecting their ownership. But they make no such claim; and all arguments or analogies drawn from the law of trade-marks may be laid wholly out of the case.

There is no averment in the complaint that the plaintiffs ave entitled to use, or that in fact they do use, the name of the defendant as a stamp on the goods of their own manufacture ; nor any averment that such use, if it exists, is of any value to them. So far as the court is informed the defendant’s name on such goods as the plaintiffs manufacture is of no more value than the names of Smith or Stiles or John Doe. There is nothing from which the court can see that the use of the defendant’s name by the plaintiffs is of any value to them, or that its use as a stamp by their competitors would do them any injury other than such as might grow out of a lawful business rivalry. If by reason of extraneous facts the name of the defendant does have some special and peculiar value as a stamp on their goods, or its use as a stamp on goods manufactured by their rivals would do them some special injury, such facts ought to have been set out, so that the court might pass upon them. In the absence of any allegation of such facts we must assume that none exist.

The plaintiffs also aver that the defendant intends to make known to their rivals the knowledge of their business, of their customers, etc., which he has obtained while in their employ. But here they have not shown facts which bring the case within any rule that would require an employee to be enjoined from disclosing business secrets which he has learned in the course of his employment and which he has contracted not to divulge. Peabody v. Norfolk, 98 Mass., 452.

There is no error in the judgment of the Superior Court.

In this opinion the other judges concurred.