time, is not in contravention of public policy, and if not otherwise in violation of equitable rules will be upheld. But a contract for an exclusive privilege must relate to a single individual, firm or corporation. There must be a valuable consideration; there must be a reason for the contract that the court will accept, and there must be no restraint upon one party that is not beneficial to the other. A contract of this character is in no sense a monopoly. As it relates to a single individual or business association, all other persons are at liberty to engage in the business.1 In Illinois, it has been held that a contract to furnish a party with sewing machines at a discount and upon a credit, which provides that such party shall deal exclusively in the machine sold by the party agreeing to furnish, and to purchase the same of him exclusively, contains no such restraint of trade as to render it void. In New York, a

1 California Steam Navigation Co. v. Wright, 6 Cal. 258. See also Washburn v. Dosch, 68 Wis. 436; Wright v. Ryder, 36 Cal. 342; West Va. Transportation Co. v. Ohio Riv. P. L. Co., 22 W. Va. 600; Perkins v. Lyman, 9 Mass. 522.

2 Brown v. Rounsavell, 78 Ill. 589. In Newell v. Meyendorff, 9 Mont. 254; s. c., 23 Pac. Rep. 333, it was held that a contract to sell a brand of cigars to no one in the State but defendant, and to give him the exclusive agency for such sale, is not in restraint of trade. The court said: "The contract is not general; it is limited as to place and person. The public is not deprived of the alleged restricted party's industry. On the contrary, the contract provides for the placing upon the Montana market the product of the plaintiff's industry, by the selection and services of a local Montana agent, interested in the success of sales, and to be rewarded by such success. Nor is there any injury to

the party himself, the plaintiffs, by their being precluded from pursuing their occupation. Rather by the contract, they seem to have sought a means of extending the field of their operations, and not of restricting them. In the light of the authorities, the rules and the reasons therefor, and the facts, we are clearly of the opinion that the contract was not in restraint of trade, and not void. It was simply a contract, for a consideration, for the enlistment of the services of an agent for the plaintiffs in their business." A contract between several companies, under which it is agreed not to sell goods within certain territorial limits for a specified time, and that no company shall sell more than a certain per cent. of the whole amount sold by all the companies, is void under Civil Code, §§ 1673-1675, which provide that every contract, by which one is restrained from exercising a business or calling, is void to that extent, except that one who

person whose only business was that of selling sand from land which he owned, having refused to sell a piece of the land, on the ground that such a sale would be an injury to his business, was finally persuaded to sell on the agreement of the vendee that he would not sell sand from the land purchased. It was held that the stipulation of the vendee was not such a restraint of trade as to be in contravention of public policy. In New York, it has been held that a contract not to sell asphalt for pavements and blocks, except to certain persons in certain cities, is not void as tending to create a monopoly, or to enhance the price of asphalt pavements.2 In a recent case in Illinois, it was held that a contract not to engage in the livery and undertaking business in the city of Chicago for the period of five years, is not invalid as being in restraint of trade.33 In a recent case in Georgia, it was held that an agreement of a seller

has sold the good will of a business may agree not to carry on a similar business within a specified county or town, and that, in anticipation of dissolution of a partnership, a partner may agree not to carry on a similar business in the town or city where the partnership was located. Vulcan Powder Co. v. Hercules Powder Co., 96 Cal. 510; s. C., 31 Pac. Rep. 581. A contract made by a seller with the purchaser, that he will not, at any time within 99 years, directly or indirectly, engage in the manufacture or sale of friction matches, excepting in the capacity of agent or employe of said purchaser, within any of the several States of the United States of America, or the territories thereof, or within the District of Columbia, excepting and reserving, however, the right to manufacture and sell friction matches in the State of Nevada, and in the territory of Montana, is not void as a covenant in restraint of trade. Diamond Match

Co. v. Roeber, 106 N. Y. 473; s. c. 13 N. E. Rep. 419.

1

Hodge v. Sloan, 107 N. Y. 244; s. c., 17 N. E. Rep. 335.

Barber Asphalt Pav'g Co. v. Brand, 7 N. Y. Supl. 744.

3 Hursen v. Gavin (1896), 162 Ill. 377; s. C., 44 N. E. Rep. 735. “One element of the value of the business transferred by appellant to appellee was the probability that the customers of the former would continue to trade with the latter, and this probability was increased and the value of the purchase enhanced, by the agreement of the appellant not to engage in the same business in Chicago for five years. Such an agreement was in part an inducement to appellee to make the purchase, and was based upon a sufficient consideration. Appellant was at liberty to engage in any other business or in the same business in any other place than Chicago. There was, therefore, only a limited restraint upon him as a tradesman, and not upon

not to carry on a certain business, which is limited as to place, and is based on a sufficient consideration, is valid, though unlimited as to time.1 In Nebraska, it has been held that a stipulation in a contract giving one the exclusive agency to sell another's goods for an indefinite period, does not render the contract void as against public policy.2

§ 69. Contracts Relating to a Particular Article.The principle discussed in the foregoing section applies to contracts in which the grantor binds himself not to manufacture or to trade in a specified article. It is well established that a covenant not to manufacture a particular article, or to engage in trade in such article, if there is a proper limitation in regard to space and a valuable consideration, is not in restraint of trade, and, in consequence, is valid. In a leading case in Indiana, it was held that a contract in restraint of the right of making, selling and trading fanning mills south of the Wabash river, within thirty miles of Marion, in Grant county, is not objection

trade generally. Where one person is restrained from doing a particular business in a particular place competition is left open to all others, and there is no injury to the public. The person restrained in such case merely yields to another the use of what he has disposed of to that other for value. The limitation here did not go beyond what was necessary for the protection of appellee in the prosecution of the business purchased by him, and was, therefore, reasonable." Ibid.

provision did not, in the least operate against the interests of the public, nor yet against those of the defendant, since the appointment as agent was not for a fixed or definite period. The power or right of revocation of the agency remained in H and he could have exercised the same at any time, or sold the property himself. Chambers v. Seay, 73 Ala. 372. Not one of the cases cited by appellant supports the doctrine that the clause under consideration renders the contract void. Suffice it to

1 Swanson v. Kirby (1896), 98 Ga. say that they merely hold that 586; s. c., 26 S. E. Rep. 71.

2 Woods v. Hart (1897) (Neb.), 70 N. W. Rep. 53. "The next contention is that the contract is void as being against public policy, in that it provides that W should have the exclusive agency for the sale of the lots.' Such

contracts in restraint of trade, or those made for the purpose of preventing competition at auction and other public sales, are contrary to public policy, and therefore void.” Ibid., 55.

3 Gillis v. Hall, 2 Brewst. 342.

able on account of the extent of space prescribed, nor because the restriction is indefinite in regard to time.1

§ 70. Contracts under which the Grantor Retains an Interest in the Business.-Where a person engaged in business makes a sale of his property to a competitor, but retains an interest in the business, an agreement as a part of the transaction by which a definite price of the goods to

be sold is fixed, is not void as in restraint of trade, unless the product of the business is an article of necessity, or the sale amounts to an attempt to control prices. In a late case it was held that a contract under which two rival manufacturers agree upon a scale of selling prices for their goods, one of them discontinuing his business and becoming a partner with the other for a specified term, is not void as in restraint of trade, provided the goods manufactured were not articles of necessity, and the transaction did not amount to a conspiracy between the parties to control prices by creating a monopoly. In the opinion in this