Sivley v. Cramer

Citations

• 105 Miss. 13
• 61 So. 653

Syllabus

<p>1. Monopolies. Antitrust laws. Scope. Contracts. Restraint of trade. Validity. Good will. Burden of proof.</p> <p>Our antitrust statute only intended to include within its provisions those contracts which were invalid under the common law as against public policy.</p> <p>2. Contracts. Restraint of trade. Validity.</p> <p>Contracts whereby the parties thereto or either of them, are restrained from engaging in business are divided into two classes: First, those which are a part of a transaction involving the good will of a business, which are designed to protect such good will; second, those which have for their primary object the formation of a monopoly in a given business.</p> <p>3. Same.</p> <p>Contracts of the second class are void. In determining whether contracts of the first class are void it must be considered with reference to the situation, business and objects of the parties and in tie light of all the surrounding circumstances with reference to which it was made; and if it then appear that the restraint contracted for is necessary for the protection of the legitimate interest of the party in whose favor it is imposed and also not injurious to the public interest, it will be valid, otherwise not.</p> <p>4. Same.</p> <p>All contracts in restraint of trade, where the reasonableness does not appear from the face thereof, are prima facie detrimental to the public interest and void; and the burden of showing the reasonableness of such a contract by evidence aliunde rests upon the party seeking to enforce it, and a contract made upon the sale of an insurance agency, whereby the seller agreed not to conduct any insurance agency in four counties for a period of ten years, will be held void, in the absence of evidence by the buyer showing its reasonableness; there being nothing upon the face of the contract to show that such an extention was necessary to protect the good will of the business sold.</p> <p>5. Definition. Good will.</p> <p>The good will of a busines