tion of the adequacy of the consideration, a bona fide consideration must be shown. It must appear on the face of the contract. This has been held to be an exception, and the only exception to the rule that a seal imports a con Hartley v. Cummins, 5 C. B. 247. "The circumstances of the present, the nature of the business, the situation, objects and interests of the parties, are precisely of the character which brings the case within these principles as recognized by all the authorities for the last one hundred and fifty years at least. The fact that complainant paid no more than the cost of the articles at Grand Haven can make no difference. Where a consideration, recognized by law as being valuable, is paid, the law very properly allows the parties to judge for themselves of the sufficiency in value of such consideration for their contracts. We cannot, therefore, enter into the question whether the consideration was commensurate in value with the restraint imposed." Hubbard v. Miller, 27 Mich. 15; s. C., 15 Am. Rep. 153, 158. Such contract must be, like contracts generally, upon a consideration; but that the parties may agree upon what it shall be, so that it is legal; and that the mere purchase of the stock in trade of a party, is a sufficient consideration for that party's agreement to abstain from carrying on the particular trade in the place where the purchaser is to engage in it." Beard v. Dennis, 6 Ind. 200; s. c., 63 Am. Dec. 380, 383. "The consideration of one dollar is, in law, a valuable consideration. It would be sufficient to pass by sale the defendant's stage and stage horses, where no fraud or imposition was practiced. The parties have considered it as reasonable and adequate, and the defendant, by honestly fulfilling his agreement, might have protected himself from the forfeiture. But he has broken it, and he shall not be admitted to say, that although the contract was fairly and honestly made, and for a valuable consideration, to which he consented, the consideration was inadequate; that he made a bad bargain, and that, when the plaintiff has suffered by the breach of it, he shall be relieved from the terms to which he had voluntarily submitted. There is an old case determined when contracts in restraint of trade were confined to narrow limits, in which the apparent consideration was as inadequate as that in the present case is supposed to be. It is the case of Bragg v. Turner, cited in Broad v. Jollyffe, in Cro. Jac. 597. There the defendant, in consideration of ten shillings, promised the plaintiff to pay him a hundred pounds if thenceforward he kept any draper's shop in Newgate Market, and the contract was adjudged good, and the plaintiff had judgment." Pierce v. Fuller, 8 Mass. 223; s. c., 5 Am. Dec. 102, 104. "It was, at an early day, supposed that the consideration in such cases must be adequate-that is, equal in value to the restraint imposed; but this idea has been exploded ever since the decision in Hitchcock v. Coker, 6 Adol. & E. 438, which has been repeatedly approved and followed, and in which Chief Justice Tindal said: sideration.1 Contracts restraining the exercise of a trade or branch of business, in a designated locality, where there is a valid consideration, will be sustained. The restraint, however, must not go beyond a reasonable limit.2 § 41. Limitations of Time.-Where the conditions of a contract in restraint of trade are such as not to be in contravention of public policy the duration of the restraint is immaterial. A contract binding a person not to follow a trade, to pursue a branch of business or to practice a profession within definitely prescribed limits will not be held void on the ground that the duration of the restraint is not limited. But where the restraint is general, and, on that ground, invalid, as against public policy, it will not be rendered valid by any limitations of time. What is, in itself, bad, will not be legalized by limiting its duration. The ground of this rule is stated by Sir James Parke, in Ward v. Byrne, as follows: "Now, where a limit as to space is imposed, the public, on the one hand, do not lose altogether the services of the party in the particular trade, he will carry it on in the same way elsewhere; nor within the limited space will they be deprived of the benefit of the 'If, by adequacy of consideration, more is intended, and that the court must weigh whether the consideration is equal in value to that which the party gives up or loses by the restraint under which he places himself, we feel ourselves bound to differ from that doctrine. A duty would thereby be imposed upon the court in every particular case, which it has no means whatever to execute. It is impossible for the court to say whether, in any particular case, the party restrained has made an improvident bargain or not.' McCurry v. Gibson (1895), 108 Ala. 451; s. C., 18 So. Rep. 806, 808. 1 Gompers v. Rochester, 56 Pa. St. 194; Hutton v. Parker, Dowl. P. C. 739. 2 Guerand v. Dandelet, 32 Md. 562. A cattle broker, having received cattle at certain stock yards, and then charged fees by the proprietors, made out an account of the fees and demanded them back, on the ground that the proprietors had furnished him nothing, and the landing place was the railroad's. The same day he bought of them cattle, and offered his account in part payment. A settlement was made by which said offer was accepted, the broker agreeing, and giving his bond, to do his business for a year through said yards. Held, that the restraint of trade was not unreasonable nor without consideration. Fuller v. Hope, 163 Pa. St. 62, 29 Atl. Rep. 779. trade being carried on, because the party with whom the contract is made will most probably within those limits exercise it himself. But where a general restriction, limited only as to time, is imposed, the public are altogether losers for that time of the services of the individual, and do not derive any benefit whatever in return; and looking at the authorities cited upon this subject it does not appear that there is one clear authority in favor of a total restriction on trade limited only as to time." The following ex 1 Ward v. Byrne, 5 M. & W. 548, 561. See also French v. Parker, 16 R. I. 219; Warfield v. Booth, 33 Md. 63; Mell v. Mooney, 30 Ga. 414; Goodman v. Henderson, 58 Ga. 567; Martin v. Murphy, 129 Ind. 464; s. C., 28 N. E. Rep. 1118; Hastings v. Whitely, 2 Excheq. 611; Jacoby v. Whitmore, 49 L. T. 335; s. c., 32 W. R. 18; Pemberton v. Vaughan, 10 Q. B. 87; Catt v. Towle, L. R. 4 Ch. App. 654; s. C., 38 L. J. Ch. 665; 21 L. T. 188; Bunn v. Guy, 4 East, 190; Davis v. Mason, 5 T. R. 118; Mallon v. May, 11 M. & W. 652; Butler v. Burleson. 16 Vt. 176. A contract not to engage in a certain business in a certain town while another carries on the same business there, is not invalid as indefinite as to its duration. Eisel v. Hays, 141 Ind. 41; S. C., 40 N. E. Rep. 119. "The circumstance that the restraint is indefinite in point of time, does not invalidate the contract. This objection, the want of limit as to time, has been recently very fully discussed in the English courts. In the King's Bench the objection was sustained, but the decision was reversed in the exchequer chamber. In the last named court Tindal, C. J., said that in many of the cases cited, the restriction had been held good, though it continued for the life of the party restrained. On the other hand, no case had been referred to where the contrary doctrine had been laid down. He cited the cases of Bunn v. Guy, 4 East, 190; Chesman v. Nainby, 2 Str. 739, and Wickens v. Evans, 3 Younge & Jervis, 318, to support the position that the agreement was not void merely on the ground that the restriction was indefinite as to duration, the same in other respects being a reasonable restriction." Bowser v. Bliss, 7 Blackf. 344, 346. "I am equally well satisfied that the insistment that the restraint is indefinite as to time, and therefore unreasonable, ought not to prevail. I think a careful study of the case of Mitchel v. Reynolds, reported in 1 Smith, Lead. Cas. (9th Ed.) 694, et seq., with the various annotations, both by the English and American editors, will satisfy the mind as to the principle upon which contracts of this nature not only may well be, but really ought to be, supported, when indefinite as to time. The purchaser of such good will may fairly be supposed to purchase, not only for his own immediate use or benefit, but for the use of his personal representatives, in the same sense that he purchases personal property or real estate. I can see no just reason for his not being able, in the law, to make such an investment which position of the doctrine is by Lord Justice Smith, in the Maxim-Nordenfelt Case: "Now arise these questions: First, are the limits of time and space in the covenant sued on reasonable for the covenantee? Secondly, is the covenant so large as to interfere with the interests of the public? It is argued that as the defendant was forty-six years of age when he entered into the covenant, a twenty-five years' restriction would probably continue during his lifetime; and it was suggested that it was no limit at all, was wholly un shall pass to his assigns, executors or administrators. It cannot be said, when it is limited to a particular district, that this in any manner interferes with sound public policy. It would not be a violation of the rule which required such contracts to be in harmony with the interests of the community at large, in case the stipulations were to be that the covenantee should not carry on the trade in question for twenty or thirty years; and if not for that period of time, then certainly it would not be if the covenant extended to a lifetime. With this in mind when the object of the prohibition put upon such contracts, in view of a sound public policy, is considered, it will be still more apparent that this contract ought to be upheld. Sound public policy requires that every individual shall be employed. The community is entitled to his honest toil, whether manual, mechanical or purely intellectual. This being so, and such policy upholding contracts for a definite period of time, it is not to be presumed that the covenantee, in any such case, will spend the time, which the law regards (supposing that there must be a period limited in the contract), in idleness or in indifference to the demands of such public policy, waiting the time when the period fixed by the contract shall have expired, in order that he may engage once more in the employment which he had agreed to abandon. In such matters the public welfare which the law regards is an essential element of consideration; but the interest of the individual in his own welfare is infinitely more efficacious and potential in securing the public good, although that may not be in his mind. He who has energy and integrity enough to establish a business which is worthy of the name, and for which others will bid a fair price, will not wait for the protection of the paternal hand to make his footprints in other quarters. In the following cases there was no limit as to time, and it will be observed that in many of them resistance was made to their enforcement on this account, but without success: Richardson v. Peacock, 26 N. J. Eq. 40; s. c., 28 N. J. Eq. 151; 33 N. J. Eq. 597; Hitchcock v. Coker, 6 Ad. & El. 439; Hastings v. Whiteley, 2 Excheq. 611; Mallan v. May, 11 M. & W. 653; Bowser v. Bliss, 7 Blackf. 344; Pierce v. Fuller, 8 Mass. 223; Palmer v. Stebbins, 3 Pick. 188; Diamond Match Co. v. Roeber, 106 N. Y. 473; s. c., 13 N. E. Rep. 419, 423." Bird, V. C., in Carll v. Snyder (N. J. Eq.), 26 Atl. Rep. 977, 978. reasonable and merely delusive. I do not agree with these suggestions. It will be remembered that if the plaintiffs and their successors cease to trade the restraint comes to an end. The £287,500 which the plaintiffs or their predecessors paid to the defendant for the business must obviously take many years before it can be recouped by trading; and why am I to hold that twenty-five years is more than a fair protection to the plaintiff? No facts have been given in evidence from which I can draw such an inference. Indeed, what facts have been proved tend in the contrary direction. In considering this it does not seem to me that the age of the covenantor is the matter to be considered, but what is the fair protection of the covenantee; and I may say that my own opinion is that if the limit here had been the covenantor's life, in the special circumstances of the case, it would not have been unreasonable."1 § 42. The Subject Continued.-While it is well settled, as above shown, that where a contract in restraint of trade is properly limited in regard to space, indefiniteness of time is not material, it does not follow that a contract in general restraint of trade is rendered valid by a limitation in time. In the leading case of Wiley v. Baumgardner, the rule on this point is stated by Mr. Justice Black, as follows: "A contract in restraint of trade is void, if the restraint be unreasonable, and the question as to the reasonableness of the restriction is one of law, to be determined by the court, and the contract is supported or avoided on grounds of public policy. Whatever restraint is larger than the necessary protection of the party with whom the contract is made is unreasonable and void, as being injurious to the interests of the public, on the ground of public policy.' In the contracts now before us the transaction was not expressed as a sale of the good will of the business, or as a sale of the business. But it would have made no difference if there had been an express sale of the good will. Where a person carrying on any business sells his stock in trade, 6 1 Maxim-Nordenfelt v. Nordenfelt, L. R. (1893) 1 Ch. 630, 673. per A. L. Smith, L. J. . 1 |