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ALADDIN, INC., v. KRASNOFF et al.

Supreme Court of Georgia1958-10-10No. 20209
214 Ga. 519

Summary

Holding. The judgment sustaining the general demurrer was reversed. The first restrictive covenant, limiting competition for two years within a defined geographic territory, is valid and enforceable; the second covenant regarding customer disclosure is unenforceable as an unreasonable general restraint of trade; and because the covenants are divisible, the valid first covenant may be enforced separately, supporting the petition's allegations against both defendants.

Aladdin sought to enforce two restrictive covenants contained in an employment agreement with Krasnoff. The first covenant prohibited Krasnoff from engaging in competing janitor supply, sanitary supply, or steam cleaner businesses within the Greater Atlanta territory for two years following employment. The second covenant barred disclosure of customer names and addresses both during and after employment without written consent. The trial court dismissed the case by sustaining a general demurrer.

The court found the first covenant valid and enforceable because it reasonably limited the restriction in both time (two years) and geographic scope (assigned accounts in Greater Atlanta). However, the court struck down the second covenant as an impermissible general restraint of trade because it imposed no time or territorial limits and potentially covered all customers from the company's inception indefinitely into the future. Since the covenants were divisible, the court determined that the validity of the first covenant was not defeated by the invalidity of the second. The petition stated a valid cause of action under the enforceable first covenant, and also adequately alleged that Cristal was knowingly aiding and abetting Krasnoff's breach.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

  • Enforceability of restrictive covenants in employment contracts
  • Reasonableness of temporal and territorial limitations on non-compete agreements
  • Validity of unlimited customer non-disclosure provisions
  • Divisibility of covenants and enforcement of valid restrictions despite invalid ones
  • Liability for aiding and abetting breach of restrictive covenants

Procedural posture

The trial court sustained a general demurrer to the petition seeking injunctive relief, and this appeal challenges that dismissal.

Authorities cited

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Cited by (1)

Opinion

majority opinion

Mobley, Justice.

The exception here is to a judgment sustaining a general demurrer to a petition, which sought to enjoin Robert Merrill Krasnoff from violating the restrictive covenants of an employment contract, and Bernard Cristal from aiding and abetting such violation. The contract provided that the employee would not, for a period of two years following the term of his employment with the petitioners, “. . . engage in or take part inany manner in the ownership or operation of a janitor supply or sanitary supply business or of a business selling or repairing steam cleaners, hydraulic jacks or similar equipment, such restriction to apply in the territory assigned to second party in Paragraph 3 of this agreement,” to wit: “ . . . accounts in Greater Atlanta, Georgia, as assigned to second party from time to time”; and would not, . . during the continuance of this agreement or after its termination, disclose to any person, firm or corporation aaiy portion or all of the names and/or addresses of present and past customers and potential customers of first party [plaintiff] without the prior written consent of first party.” Held:

1. While contraéis in general restraint of trade are void (Code § 20-504), a contract concerning -a lawful and useful business in partial restraint of trade and reasonably limited as to time and place is not void. Black v. Horowitz, 203 Ga. 294 (1) (46 S. E. 2d 346), and eases cited. Unquestionably, the restraint as to entering a competing business for two years is, as to time, reasonable (Shirk v. Loftis Bros. & Co., 148 Ga. 500, 97 S. E. 66; Nelson v. Woods, 205 Ga. 295, 53 S. E. 2d 227; Northeast Ga. Artificial Breeders Assn. v. Brown, 209 Ga. 547, 74 S. E. 2d 660; Breed v. National Credit Assn., 211 Ga. 629, 88 S. E. 2d 15); and the limitation as to area, “. . . accounts in Greater Atlanta . . . assigned to . . . party . . . ,” is also- reasonable, and the restriction, is valid and enforceable. Black v. Horowitz, 203 Ga. 294 (2), supra. See also Kirshbaum v. Jones, 206 Ga. 192 (56 S. E. 2d 484), where this court held valid an employment -agreement which, without stating an express territorial limitation, restricted the employee for a period of one year from soliciting the employer’s customers whom the employee had -served during his employment.

2. The second restrictive covenant, regarding the disclosure of the names and addresses of past, present, and potential customers of the plaintiff, is -too broad in scope to be considered as a mere reasonable -and partial restraint of trade. It is unlimited as to either -time or territory, and seeks to include all of the employer’s past, present, and potential customers. Conceivably, this would include all of the plaintiff’s customers from the time of its incorporation to that time in the unforeseeable future when it shall cease to do business. This covenant is an attempt at general restraint of trade and, as such, is unenforceable.

3. Where, -as here, the two restrictive covenants are divisible, the first, which is valid, may be enforced even though the second is invalid. Hood v. Legg, 160 Ga. 620 (4) (128 S. E. 891); Kessler v. Puritan Chemical Co., 213 Ga. 845 (102 S. E. 2d 495). The petition stated -a cause ef action as to the first covenant, that the employee would not enter a described type of business for a two-year period within a defined territory; -and, this being true, it also stated a cause of action against the defendant Bernard Cristal, who, it was alleged, had knowledge of such restrictive covenants and was -aiding and -abetting the defendant Krasnoff in such violation. Luke v. DuPree, 158 Ga. 590 (124 S. E. 13); National Linen Service Corp. v. Clower, 179 Ga. 136 (175 S. E. 460); Kirshbaum v. Jones, 206 Ga. 192, supra. Accordingly, the trial court erred in sustaining the general demurrer to the petition and in denying the temporary restraining order. See Sirota v. Kay Homes, 208 Ga. 113 (1) (65 S. E. 2d 597); Washington Nat. Ins. Co. v. Mayor &c. of Savannah, 196 Ga. 126 (1) (26 S. E. 2d 359).

Argued September 10, 1958

Decided October 10, 1958

Rehearing denied November 7, 1958.

Bird & Howell, Robert L. Foreman, Jr., for plaintiff in error.

Samuel L. Eplan, contra.

Judgment reversed.

All the Justices concur, except Duckworth, C. J., and Wyatt, P. J., who dissent.

dissent opinion

Wyatt, Presiding Justice.

I dissent for the reason I do not know what the Greater Atlanta area is.