Sec. 4151. (467) Foreign corporations violating law denied right to do business in State.-Every foreign corporation, as well as every foreign association, exercising any of the powers, franchises, or functions of a corporation in this State, violating any of the provisions of this Chapter, is hereby denied the right and prohibited from doing any business in this State, and it shall be the duty of the Attorney General to enforce this provision by bringing proper proceedings by injunction, or otherwise. The Secretary of State shall be authorized to revoke the license of any such corporation or association heretofore authorized by him to do business in this State. (Id., sec. 8.)

Sec. 4151. (468) Contracts in violation of law declared void.Any contract or agreement in violation of the provisions of this Chapter shall be absolutely void and shall not be enforceable either in law or equity. (Id., sec. 10.)

Sec. 4151. (469) Remedy for persons injured by violation of law. In addition to the criminal and civil penalties herein provided, any person who is injured in his business or property by any other person, by reason of anything forbidden or declared to be unlawful by this Chapter, may sue therefor in any court having jurisdiction thereof in the county where the defendant resides or is found, or any agent resides or is found, or where service may be obtained, and to recover twofold the damages by him sustained, and the costs of suit. Whenever it shall appear to the court before whom any proceeding under this Chapter is pending, that the ends of justice require that other parties shall be brought before the court, the court may cause them to be made parties defendant and summoned, whether they reside in the county where such action is pending or not. (Id., sec. 12.)

Sec. 4151. (470) Laws declared to be cumulative of other laws. The provisions hereof shall be held cumulative of each other and of all other laws in any way affecting them now in force in this State. (Id., sec. 11.)

Sec. 4151. (471) Effect of partial invalidity of law. If any section, subsection, sentence, clause, or phrase of this Chapter is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this Chapter. The Legislature hereby declares that it would have passed this Chapter, and each section, subsection, sentence, clause, and phrase thereof irrespective of the fact that any one or more other sections, subsections, sentences, clauses, or phrases be declared unconstitutional. (Id., sec. 14.)

Sec. 8135. (39) Violation of law relating to certain contracts between manufacturers or wholesalers and dealers in motor vehicles. Any person who violates any of the provisions of sections 4151 (459)-4151 (471), relating to contracts, etc., between manufacturers or wholesalers and dealers in motor vehicles resulting in lessening of competition, any person who is a party to any agreement or understanding, or to any contract prescribing any condition prohibited by said sections, and any employee, agent or officer of any such person, who shall participate, in any manner, in making, executing, enforcing, performing or in urging, aiding or abetting in the performance of any such contract, condition, agreement or understanding and any person who pays or gives or contracts to pay or give anything or service of value prohibited by said sections, and any person who reecives or accepts or contracts to receive or accept anything or service of value prohibited by said sections, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be punished by a fine of not less than one hundred dollars, nor more than five thousand dollars, or by imprisonment in the county jail not less than six months, or more than one year, or by both such fine and imprisonment, at the discretion of the Judge. (Ch. 18031, Acts 1937, sec. 9.)

II. CONTRACTS NOT TO COMPETE

No statutory provisions.

Judicial Decisions

Restrictive Covenants Ancillary to the Sale of a Business.

The defendant sold his interest in a grocery business to his partner and covenanted not to engage in the grocery business for 2 years. Although unlimited territorially, the restraint was held reasonable in a suit for injunction by the vendee, since there was no attempt to limit production or control prices of commodities in the market. Massari v. Salciccia, 102 Fla. 847, 136 So. 522 (1931).

Restrictive Covenants Ancillary to Employment.

Equity will not enforce by injunction a contract not to compete, in the absence of some special interest of the employer involving good will or peculiar skill or knowledge of trade secrets acquired by the employee. Thus an injunction was refused against a bookkeeper in a wholesale liquor establishment who had contracted never again

to become employed in the liquor business in the State after the termination of his employment and who afterward entered the employ of a competitor. The knowledge he had gained as bookkeeper involved no trade secrets, nor did he establish a personal following among the plaintiff's customers. Simms v. Burnette, 55 Fla. 702, 46 So. 90 (1908). Simms v. Patterson, 55 Fla. 707, 46 So. 91 (1908) (held similarly with regard to a salesman and shipping clerk in the same business).

Covenants by drivers of laundry, ice, and towel service trucks, not to solicit or convey information regarding the employer's customers within a year following the termination of employment, have recently been held unenforceable upon the ground that the employer has no legally protected interest in good will which has been built up by reason of the employee's personal qualities. Love v. Miami Laundry Co., 118 Fla. 137, 160 So. 32 (1935); Nettles v. City Ice and Fuel Co., 118 Fla. 345, 160 So. 42 (1935); Lewis v. Kirkland, 118 Fla. 350, 160 So. 44 (1935); Wheeler v. Mickles, 118 Fla. 348, 160 So. 45 (1935); Drew Co. v. Sanford, 113 Fla. 279, 151 So. 545 (1933) (a per curiam decision discussed in full in Love v. Miami Laundry Co., supra; in this case the contract of employment was terminable upon a week's notice).

III. TYING CONTRACTS AND EXCLUSIVE DEALING ARRANGEMENTS

Comp. Gen. Laws Ann. (Skillman, 1927)
Cooperatives

Sections 7944 and 7948 provide that marketing contracts between an agricultural or horticultural nonprofit cooperative association and its members shall not be deemed to be trusts or be considered illegal or in restraint of trade or to have created a combination prohibited by section 7948. See General Antitrust Laws, supra.

Comp. Gen. Laws Ann. (Skillman, Supp. 1936)

Sections 6482 and 6489 provide that an agricultural cooperative marketing association organized under sections 6466 to 6494 or any similar association organized under any other law of this state or any other state, may enter into marketing contracts with its members requiring them to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any agencies designated by the association, and that such contracts shall not be considered illegal

or in unlawful restraint of trade, or part of a conspiracy or combination to accomplish an illegal purpose. See Exceptions to General Antitrust Laws, supra. See also Vol. Cooperatives in projected study.

Comp. Gen. Laws Ann. (Skillman, 1927) as amended by Comp. Gen. Laws Ann. (Skillman, Supp. 1936)

Sections 6509 and 6513 provide that an agricultural cooperative association organized under sections 6509 to 6515 (1) may enter into marketing contracts with its members requiring them to sell, for any period of time not over ten years, all or any specified part of their agricultural products exclusively to or through the association, and that such contracts shall not be considered illegal or in restraint of trade. See Exceptions to General Antitrust Laws, supra. See also Vol. Cooperatives in projected study.

Comp. Gen. Laws Ann. (Skillman, Supp. 1938)

Section 6508 (4) provides that no marketing contract between a cooperative association organized under sections 6508 (4) to 6508 (8) for the purpose of dealing in commercial sponges, and its members, shall be deemed illegal or in restraint of trade. See Exceptions to General Antitrust Laws, supra. See also Vol. Cooperatives in projected study.

Judicial Decisions

Exclusive Dealing Arrangements.

A contract by a cooperative marketing association with a member, whereby the latter agrees to sell his products exclusively to the association, is valid. Lee v. Clearwater Growers' Assn., 93 Fla. 214, 111 So. 722 (1927). However, where such a contract is for a term of 5 years and binds the member to sell all his dairy products at a price which is below the cost of production and the member, in order to avoid irreparable loss, withdraws from the association and refuses to perform, a court of equity will not grant specific performance but will leave the association to its remedy in damages. Miami Home Milk Producers' Assn. v. La Course, 117 Fla. 345, 158 So. 117 (1934). In McQuaig v. Seaboard Oil Co., 96 Fla. 275, 118 So. 424 (1928), an oil company agreed to build and equip a filling station for a dealer and to sell him petroleum products at the lowest market price. The defendant was enjoined from violating his agreement to sell the company's products exclusively for a period of 10 years.

While the furnishing of adequate telephone and telegraph facilities is one of the duties of a common carrier, a railroad is not a common carrier in its dealings with telegraph companies. In State ex rel. Postal Telegraph Cable Co. v. Wells, 96 Fla. 591, 118 So. 731 (1928), the Postal Telegraph Co. sought to have the State Railroad Commission order a railroad terminal company to extend to the petitioner terminal facilities for carrying on the telegraph business equal to those enjoyed by the Western Union Co. under an exclusive arrangement. A writ for mandamus to compel the commissioner to entertain this petition was denied, the court holding that the railroad terminal company was not acting as a common carrier subject to the jurisdiction of the commission. Thus, the railroad, if it so wishes, could favor one telegraph company over another. In a dictum the court stated that the exclusive arrangement did not create an illegal monopoly and was not in restraint of trade.

An arrangement to issue merchandise checks against wages due, to be redeemed exclusively by a store company leasing from the employer, has been held invalid. See Stewart v. Stearns & Culver Lumber Co., 56 Fla. 570, 48 So. 19 (1908), General Antitrust Laws, supra.