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at the instance of B inquire whether the 14-year-old contract between A and C violated art. XII, sec. 17, and section 4692. Kansas City Southern Railway Co. v. Lusk et al., 224 Fed. 704 (C. C. A. 8th 1915).

Interpreting a section similar to section 4688, the court stated that the failure of each of two railroads about to be consolidated to file with the secretary of state a resolution passed by a majority of its stockholders accepting the provisions of the act to consolidate railroads, does not render such consolidation void, and only the State can take advantage of such failure to file the resolution. Leavenworth County Commissioners v. Chicago, Rock Island & Pacific Railway Co., 134 U. S. 688, 10 Sup. Ct. 708, 33 L. Ed. 1064 (1890). Commission Merchants.

Section 12655, forbidding commission merchants from entering into combinations to fix prices of farm products, does not violate either the Federal or State constitution. Arnold et al. v. Hanna et al., 315 Mo. 823, 290 S. W. 416 (1926), aff'd. 276 U. S. 591, 48 Sup. Ct. 212, 72 L. Ed. 721 (1927).

Public Contract Provisions

Any contract the necessary effect of which is to stifle competition in bidding on or letting of public contracts is void as in violation of public policy. Engelman v. Skrainka et al., 14 Mo. App. 438 (1883); Pendleton v. Asbury, 104 Mo. App. 723, 78 S. W. 651 (1904); Henry County v. Citizens Bank of Windsor, 208 Mo. 209, 106 S. W. 622 (1907).

II. CONTRACTS NOT TO COMPETE

No statutory provisions.

Judicial Decisions

1. Restrictive Covenants Ancillary to Sale of a Business.

In the sale of a dairy business, a covenant not to compete within the same county as long as the vendee should continue in business. was held valid in Lawson v. Edwards, 293 S. W. 794 (1927). The vendee is estopped from enforcing the restrictive covenant where the vendor reenters the dairy business at the suggestion of the vendee. Ibid.

A covenant, ancillary to the sale of a glass business, not to compete with the vendee corporation within a radius of 25 miles of a city as long as the vendee remained in business there was held not unlawful as in restraint of trade. Failure to include a definite time limitation in a covenant does not invalidate it. A court may hear parol evidence as to the actual intent of the parties. Kreger Glass Co. v. Kreger et al., 49 S. W. (2d), 260 (1932).

Where A sells his match factory to B, agreeing not to enter into the match manufacturing business at X or any other place for 5 years, the promise not to manufacture at X is severable from the promise not to compete at any other place. The former promise will be held binding. Peltz et al. v. Eichele, 62 Mo. 171 (1876).

A contract by defendant, manufacturer of jackets, not to compete with the vendee of her business for 9 years in the 33 States and Territories where she had done business was held valid and was enforced by injunction. Angelica Jacket Co. v. Angelica, 121 Mo. App. 226, 98 S. W. 805 (1906).

Where defendant sold his produce business to plaintiff, agreeing not to engage in that business "at" the town of R for 5 years, "at" should be construed to mean "near or about" so as to prohibit defendant from purchasing produce for shipment at H, a town 12 miles from R. Counts v. Medley, 163 Mo. App. 546, 146 S. W. 465 (1912).

An agreement, ancillary to the sale of an undertaking business, that the seller would not reenter business within 10 miles of the city of X was held to prohibit actively reentering business in the area

and not merely the reestablishment of an office there. Hessel v. Hill, 38 S. W. (2d), 490 (1931).

Restrictive Covenants Ancillary to Sale of a Professional Practice.

A physician selling the building containing his house and office to another physician and agreeing not to establish himself as a practicing physician within 5 miles of premises within 5 years cannot set up an office within the prohibited area, but is not prevented from attending patients within the area from an office outside it. A contract not to compete is one in restraint of trade, and the restraint of personal liberty should not be construed to extend beyond its proper import. State ex rel. Youngman v. Calhoun, 231 S. W. 647 (1921). Where two physicians one of whom is a newcomer in the city form a partnership at will, the newcomer promising not to practice within 10 miles of the office for 10 years after dissolution of the partnership, the agreement is not void for lack of consideration. Glover v. Shirley, 169 Mo. App. 637, 155 S. W. 878 (1913).

A physician's covenant, ancillary to the sale of his practice, that he would not practice in the same county, unlimited as to time, was held valid in Gordon v. Mansfield, 84 Mo. App. 367 (1900).

Restrictive Covenants Ancillary to Employment.

A covenant by an ice-truck driver that he would not sell or deliver ice within a suitably limited area within one year after his employment with the ice company terminated was valid and enforceable by injunction, the employer's continuance of the driver in employment being sufficient consideration. If, however, the employer discharges the employee without cause, the covenant terminates. City Ice & Fuel Co. v. Snell, 57 S. W. (2d) 440 (1933); City Ice & Fuel Co. v. McKee, 57 S. W. (2d) 443 (1933).

Restrictive Covenants Not Ancillary to Sale of a Business Interest.

Where A contracts not to publish the X newspaper at Y as long as B is publishing his newspaper there, the contract is violated by a sale of A's paper to a vendee who continues its publication. Vandiver v. Robertson et al., 125 Mo. App. 307, 102 S. W. 659 (1907).

A covenant not to compete with a partnership does not terminate when the partnership changes its name without taking in any new partners. Gill et al. v. Ferris, 82 Mo. 156 (1884).

Where A agreed with B for an adequate consideration not to cement any hams during the life of B's patent for cementing them, the hams being sold in a national market, the agreement was held valid and not in unlawful restraint of trade. Billings v. Ames et al., 32 Mo. 265 (1862).

Remedies.

Specific enforcement will not be granted in case of a contract not to compete in drug manufacture for 6 years anywhere in the United States. Mallinckrodt Chemical Works v. Nemnick, 169 Mo. 388, 69 S. W. 355 (1902).

Where a business is sold with a covenant by the vendor not to compete, and liquidated damages are provided for breach, the vendee may nevertheless in a proper case obtain injunctive relief against the vendor's violating his covenant. Wills et al. v. Forester et al., 140 Mo. App. 321, 124 S. W. 1090 (1910).

Where a physician sells his practice to another, covenanting not to practice again in the same county, the remedy at law is inadequate even where the vendor is solvent, and the vendee may have injunctive relief. Gordon v. Mansfield, supra.

But where the territory sought to be included in a restrictive covenant is not defined clearly and definitely, injunctive relief to enforce the covenant will be denied. Athletic Tea Co. v. Cole, 16 S. W. (2d) 735 (1929).

III. TYING CONTRACTS AND EXCLUSIVE DEALING

ARRANGEMENTS

Stat. Ann. (Supp. 1938)
Liquor

Section 4525g-3 provides that all contracts entered into between distillers, brewers, and wine makers, or their officers or directors, in any way concerning any of their products, obligating such retail dealers who buy or sell only the products of any such distillers, brewers, or wine makers or obligating such retail dealers to buy or sell the major part of such products required by such retail vendors from any such distiller, brewer, or wine maker shall be void and unenforceable in any court in this State.

Section 13139z14 provides that all contracts entered into between brewers or manufacturers of nonintoxicating beer, or their officers, employees, directors, or agents, in any way concerning any of their products, obligating retail dealers in nonintoxicating beer to buy or sell only their products, or to buy or sell the major part of their products, required by any such retail vendors from any such brewer or manufacturer, shall be void and unenforceable in any court in this State, and proof of the execution of such contract shall forfeit the license of both vendor and the vendee. See Special Antitrust Laws: Liquor.

Stat. Ann. (1932)
Commodity Associations

Section 12712 provides that commodity associations organized under sections 12706 to 12721, composed of producers of the same agricultural commodity, are authorized to contract with their members for the entire or partial output of the commodity for the handling of which it is organized, for as long a period as its bylaws permit.

Grain and Poultry Exchanges

Sections 12733 to 12739 and 12740 to 12747 provide for exclusive dealing contracts in connection with the operation of trading rooms or exchanges for grain or other farm products and trading rooms or exchanges for poultry and eggs, which are declared to be public markets.

Cooperatives

Sections 12690 and 12702 provide that an agricultural nonprofit cooperative association organized under sections 12676 to 12705, may

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