Pittsburg Valve, Foundry & Construction Co. v. Klingelhofer
Pittsburg Valve, Foundry & Construction Co. v. Klingelhofer
Opinion of the Court
Opinion by
Certain partnerships and companies engaged in the foundry, machine, valve and pipe fitting business at Pittsburg in the year 1900 entered into negotiations with a view to consolidating all their concerns into a single company. One VanTine was the active party in promoting this effort at consolidation. The different companies all signed this consolidation agreement on a separate-blank, prepared for that purpose, in which each stipulated for the sale of its plant to the new company for an ample consideration, and that neither the firm nor company nor any member of it would engage in a similar business to that then carried on for a period of ten years. The Pitts-burg Valve & Machine Co., Limited, made one of these agree
It was agreed orally about the same time that all these separate contracts should inure to the benefit of the new company ; it was not shown that this contract was signed by Charles T. and W. L. Klingelhofer, the other two defendants. Upon its incorporation and commencement of business, George E. Klingelhofer was appointed its general manager and Charles T. foreman of the pattern department. In July, 1901 George E. had. some difficulty with the officers of the company and resigned. Early in 1902, the American Foundry Construction Company was organized to carry on a business similar to that of the valve company and all three of the defendants were
The principal error complained of, at least the one most earnestly argued here, is the first, that: “ There was no proof sufficient to enable a chancellor to frame and make the agreement not to engage in business on the part of the individuals which was the subject of the discussion of the parties so far as George E. Klingelkofer is concerned, there being no evidence of what he understood the agreement to be, its terms, exceptions, conditions or provisions.”
It will be noticed that this point really turns on the capacity of George E. Klingelhofer’s understanding. A court of equity will not enforce an agreement against a child nor against one not compos mentis on the ground of mental incapacity; it may even under particular circumstances refuse to enforce what is called a hard bargain against a very ignorant man, or one much enfeebled mentally' by age, on this ground of non-understanding. But a chancellor never requires affirmative proof that a grown man understood the meaning of a particular contract to accord with his own interpretation of it; he will conclusively presume that such a contracting party understood it in its natural, obvious meaning to the chancellor, in view of the subject of the contract and the surroundings of the parties at the making of it. Here was the defendant, presumably an intelligent man, capable of supervising and managing a large manufacturing business; the subject of the contract was the very business in which he had long been engaged; his purpose was to sell it, if not at a very high price at a very full one ; he and his fellows in the same business had been discussing their purpose at meetings both under the VanTine proposition and
To what extent the company could bind the individual members of the partnership who did not sign this agreement or who had no knowledge of its terms we do not now decide, but surely on every principle of equitable estoppel this leading member of the partnership who framed the partnership agreement which professed partnership authority to bind the individuals of the partnership, and expressly undertook to bind himself and them as individuals cannot be heard to deny that the agreement bound him. He signed it, suggested its language and delivered it to the new company which on the strength of it paid the full consideration. If George E. did not then understand it bound him individually, it was his duty to speak out, or forever after hold his peace. Not having spoken when it was his duty to speak he will not be heard now when equity demands that he keep silent. Then after acting for his partnership he personally received the partnership share of the stock $162,600 and $22,000 cash. He now argues, that
Reference
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- Pittsburg Valve, Foundry & Construction Company v. Klingelhofer
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- Syllabus
- Contract—Agreement not to engage in trade—Limited partnership association. Where the chairman of a limited partnership association engages in a number of conferences which had for their object the consolidation of several concerns, and as a result of the conferences an agreement is framed by which for a large consideration the business of the limited partnership is sold to the consolidated company and a covenant is inserted to the effect that “the said parties further agree that they will not, nor shall any member of said parties concerned engage in a similar business to that now carried on by said parties for the period of ton years,” and this agreement is signed by the chairman for his own company, the chairman cannot in a suit brought to restrain him from engaging in similar business allege that he did not understand when he signed the agreement that it bound him individually. Contract—Equity—Understanding of party. A court of equity will not enforce an agreement against a child nor against one not compos mentis on the ground of mental incapacity; it may even under particular circumstances refuse to enforce what is called a hard bargain against a very ignorant man, or one much enfeebled mentally by age, on the ground of nonunderstanding. But a chancellor never requires affirmative proof that a grown man understood the meaning of a particular contract to accord with his own interpretation of it; he will conclusively presume that such a contracting party understood it in its natural, obvious meaning to the chancellor, in view of the subject of the contract and the surroundings of the parties at the making of it. Per Dean, J.