Contract, Construction. Agency. Equity Jurisdiction. Words, "Special agent." A contract between a corporation engaged in manufacturing and selling patterns for all kinds of garments worn by women and children and a firm of dry goods merchants gave the merchants the right to act as "special agent" of the corporation for the sale of its patterns in a certain city for a period of two years, and provided that the merchants should "endeavor at all times to conserve the best interests of the agency." Held, that there was no obligation on the part of the merchants not to act as the agents of other pattern manufacturers in the city in question during the period of the contract.
A bill in equity alleged that the plaintiff, a corporation engaged in manufacturing and selling patterns for women's and children's garments, made a contract in writing with the defendants, a firm of dry goods merchants, by which the defendants were to act as the plaintiff's "special agent" in a certain city for two years, to buy the plaintiff's patterns, to keep them on their ground floor with proper attention by an attendant, and "to endeavor at all times to conserve the best interests of the agency," that the defendants were engaged in the sale of patterns of a competitor of the plaintiff and were not handling or selling the plaintiff's patterns but were seeking to prejudice their customers against the plaintiff's patterns; and prayed that the defendants might be enjoined from advertising or selling the patterns of the plaintiff's competitor. On demurrer to the bill for want of equity, it was held, that the plaintiff's remedy, if any, was at law and not in equity.
MORTON, J.
The defendants are dry goods merchants in the city of Marlborough and, according to the allegations contained in the bill, are the leading establishment in Marlborough and its vicinity. They entered into an agreement with the plaintiff in which they agreed to buy patterns of it and amongst other things "to keep the Patterns on the ground floor of the building; To give or cause to be given by a lady attendant proper attention to the sale of the Patterns; To endeavor at all times to conserve the best interests of the agency, and not to remove the Pattern stock from its original location nor to assign it or the agency to any other party or parties, without the written consent" of the plaintiff. The agreement was to continue in force till June 28, 1906, and the bill alleges that the defendants have engaged in the sale of patterns of the Independent Peerless Pattern Company, a competitor of the plaintiff, and that they are not handling or selling the plaintiff's patterns but have sought to prejudice their customers against them, and instead of acting faithfully as the agents of the plaintiff, and endeavoring to conserve the best interests of such agency, have endeavored to injure the reputation of the plaintiff's goods and to promote the reputation and sale of the said Peerless patterns and in other respects have violated their contract. The prayer is that the defendants may be enjoined till the expiration of the term provided for in the contract from advertising or selling the Peerless patterns and doing anything to prejudice the standing or reputation of the plaintiff's patterns and for the assessment of damages. There was a demurrer which was sustained and a final decree entered dismissing the bill with costs. The plaintiff appealed.
We think that the decree should be affirmed. The contract does not provide that the defendants shall not sell any other patterns during its continuance, nor that they shall act solely in the interest of the plaintiff. In Ropes v. Upton, 125 Mass. 258, and Standard Fashion Co. v. Siegel-Cooper Co. 157 N.Y. 60, relied on by the plaintiff, there were clear and explicit negative agreements. In the present case the plaintiff asks us, in effect, to imply from the provision that the defendants will "endeavor at all times to conserve the best interests of the agency," and from other provisions, an agreement on the part of the defendants not to sell any patterns except the plaintiff's patterns, and then to enforce performance by restraining the defendants from violating the contract as thus construed. We assume in favor of the plaintiff that the substance of the contract rather than its form is to be considered, and that, if the contract were construed as it contends that it should be, namely, as containing a negative stipulation, that it would be entitled to the relief which it seeks. But we do not think that it fairly can be so construed. An agreement "to conserve the best interests of the agency," adds little if anything to an agreement to act as agent. It is the duty of the agent to attend to and promote the interests of his principal. But an agreement to act as agent for one person does not imply and cannot be fairly construed, we think, as containing an agreement not to act for any other person. Very likely the plaintiff expected that the defendants would not act for any other parties, but there is no agreement that they should not or would not. Moreover, while the agreement provides that the defendants shall act as "Special Agent" for the sale of the plaintiff's patterns in the city of Marlborough, there is no stipulation on the plaintiff's part that they shall be its sole and exclusive agents. If the defendants have violated their contract the plaintiff can terminate it, and recover such damages as it shows that it has sustained. But we see no ground on which it is entitled to equitable relief.
Decree affirmed.