A laundry and dry cleaning business, including the plant, machinery, all assets and goodwill and all of the rights and claims against the business were sold without agreements restricting the seller from reengaging in the same business. As the instrument purports to be complete, restrictions cannot be implied against the seller's engaging in a rival business. Gibbons v. Hansch, 185 Minn. 290, 240 N. W. 901 (1932).

Restrictive Covenants Ancillary to Employment.

Where an employer seeks to enjoin a breach of a covenant of an employee not to engage in the credit clothing business for a period of 4 years after termination of employment it must be made to appear that irreparable injury has resulted or will in all probability result from the breach. Where the services have been of such a character that the employee's name carries with it the good will of the employer's business, or where the employee has obtained knowledge of secrets in such business, irreparable damage may result. Menter Company v. Brock, 147 Minn. 407, 180 N. W. 553 (1920).

After employment for a number of years, the employee left and engaged in a similar business soliciting the customers of his former employer. Where no trade secret or secret process is involved and where there is no peculiar trust or confidence between employer and employee an agreement not to compete cannot be implied. Boone v. Krieg, 156 Minn. 83, 194 N. W. 92 (1923).

In consideration of a sale of shares of stock in a corporation by a person employed by that corporation, an agreement not to compete with the corporation in the same business within the same city for 6 years is valid. Peoples' Cleaning & Dyeing Co. v. Share, 168 Minn. 474, 210 N. W. 397 (1926).

A contract, stipulating that upon the termination of employment as an agent the employee would not reengage in the oil business directly or indirectly in the city or surrounding trade area for a period of 1 year, does not justify the issuance of an injunction restraining the employee from working for a competitor located in the same city. A man's right to labor in any occupation for which he is fitted is a valuable right and should not be taken away or limited by injunction except in a clear case showing the justice and necessity therefor. Standard Oil Co. v. Bertelsen, 186 Minn. 483, 243 N. W. 701 (1932).

A covenant by an employee physician not to engage in the practice in the city of Rochester or within 20 miles thereof for 3 years after termination of his employment is valid. The protection was reasonable in view of the fact that the employer had practiced for over 30

years in Rochester and the adjacent territory. Granger v. Craven, 159 Minn. 296, 199 N. W. 10 (1924). See Andrews et al. v. Cosgriff, 175 Minn. 431, 221 N. W. 642 (1928) (employee physician-25 miles-5 years-valid); Shaleen v. Stratte, 188 Minn. 219, 246 N. W. 744 (1933) (dissolution of a partnership-2 counties-5 years-valid).

III. TYING CONTRACTS AND EXCLUSIVE DEALING ARRANGEMENTS

Stat. (Mason, Supp. 1938)
Liquor

Section 3200-27 provides that no manufacturer or wholesaler of intoxicating liquors shall require by contract, understanding, or otherwise, any licensed retailer to handle or sell only the products of any particular manufacturer or wholesaler. See Special Antitrust Laws: Liquor, infra.

Stat. (Mason, 1927)
Cooperatives

Sections 6095 and 6106 provide that an agricultural cooperative marketing association organized under sections 6079 to 6113-1, may make marketing agreements with its members requiring them to sell, for any period of time not exceeding ten years, all or any specified part of their agricultural products exclusively to or through the association, and that such marketing agreements shall not be considered illegal or in unlawful restraint of trade or as a part of a conspiracy or combination to accomplish an improper or illegal purpose. See Exceptions to General Antitrust Laws, supra. See also Cooperatives in projected study.

Tying Contracts.

Judicial Decisions

The State Liquor Control Commissioner refused to approve and issue a license authorized and granted by City Council of Minneapolis. In an appeal by the State Commissioner from a judgment in mandamus requiring him to approve the license, it was held that the Commissioner under the Liquor Act, sections 3200-11 to 3200-58, has the authority to approve or disapprove the issuance of a license after

making investigation and after proper notice and hearing. The Commissioner was justified in refusing the license because the licensee's lessors were interested in the sale of certain brands of liquor and the purchasing arrangements provided for in the lease were in violation of section 3200-27. State ex rel. Minnehaha Liquor Store, Inc. v. Arundel, 200 Minn. 305, 273 N. W. 817 (1937).

Exclusive Dealing Arrangements.

A gas company entered into an arrangement with a coal company whereby it agreed to sell and deliver to the coal company all of its accumulations of coke and agreed not to sell coke to any other person or company. The contract was upheld. A distinction was drawn between a corporation entering into a combination to dispose of all of its products to another for the purpose of enabling it to fix prices and control the market, and one, situated as the defendant in this case, dealing incidentally with one of its by-products. That the gas company is a public-service corporation was held unimportant. State ex rel. Berryhill v. St. Paul Gaslight Co., 92 Minn. 467, 100 N. W. 216 (1904).

A contract between a brewing corporation and a corporation engaged in supplying manufacturer premium catalogues which stipulated that the premium catalogue corporation would not sell such catalogues to certain other competitors of the brewing corporation within a given trade area is valid. John Newton Porter Co. v. Kiewel Brewing Co., 137 Minn. 81, 162 N. W. 887 (1917).

Equitable relief by injunction was allowed to prevent the breach of an exclusive marketing contract between a cooperative marketing association and a member thereof. An injunction preventing the members of the association from selling to others was necessary to preserve the nature and existence of the association. The restraining order was granted even though the contract provided for liquidated damages in the case of breach. Minnesota Wheat Growers' Cooperative Marketing Ass'n v. Huggins, 162 Minn. 471, 203 N. W. 420 (1925).

A manufacturer entered into an agreement with several dealers to cease to solicit contract work in Duluth and to sell its goods to no other contractor or dealer in that city except to those with whom the agreement was made. The agreement also provided that when jobs came to the manufacturer without solicitation one-third of the profits would be paid to the dealers. The dealers agreed to buy 50 percent of their total joint necessities from the manufacturer. The court held

that although the agreement was technically in violation of section 10463, the antitrust statutes should be construed in light of reason. This contract appeared to be a reasonable arrangement between the dealers and the manufacturer to sell exclusively the products of the manufacturer within a certain territory and was therefore valid. Pittsburgh Plate Glass Co. v. Paine & Nixon Co., 182 Minn. 159, 234 N. W. 453 (1930).

MISSISSIPPI

I. TRUSTS, COMBINATIONS, AND MONOPOLIES

A. GENERAL ANTITRUST LAWS

CONSTITUTIONAL PROVISIONS

Const. (1890) art. VII, sec. 198. The legislature shall enact laws to prevent all trusts, combinations, contracts, and agreements inimical to the public welfare.

STATUTORY PROVISIONS

Code Ann. (1930)

Sec. 3436. Trust and combine-Defined. A trust or combine is a combination, contract, understanding, or agreement, expressed or implied, between two or more persons, corporations, or firms, or association of persons or between any one or more of either with one or more of the others, when inimical to public welfare and the effect of which would be:

(a) To restrain trade;

(b) To limit, increase, or reduce the price of a commodity;

(c) To limit, increase, or reduce the production or output of a commodity;

(d) To hinder competition in the production, importation, manufacture, transportation, sale, or purchase of a commodity;

(e) To engross or forestall a commodity;

(f) To issue, own, or hold the certificate of stock of any trust and combine within the spirit of this statute knowing it to be such at the time of the issue, or the acquisition or holding such certificate; or

(g) To place the control to any extent of business, or of the proceeds or earnings thereof, contrary to the spirit and meaning of this chapter, in the power of trustees, by whatever name called; or

(h) To enable or empower any other person than themselves, their proper officers, agents, and employees to dictate or control the man