Prentice v. Rowe

(On Motions for Rehearing or to Transfer)

STONE, Presiding Judge.

The burden of defendant Rowe’s motions for rehearing or to transfer is that we did not pass on all of the questions raised by him. We add these comments that he may know that all of them were considered and that their determination, adversely to him, was inherent in our decision, although, in a vain effort to shorten our opinion, we sought to avoid prolix discussion of each sub-point.

One of Rowe’s sub-points was that “the cancellation of the employment contract (of January 11, 1955), avoided and rescinded by the parties on May 1, 1957, by (fresh semen) sales contract discharged the defendant.” The short but complete answer is that, as pointed out in our original opinion, plaintiffs predicated their alleged right to injunctive relief upon Rowe’s violation of the restrictive covenants in the fresh semen sales contract of May 1, 1957, not upon violation of the “rescinded” employment contract of January 11, 1955.

The sub-point that “as a general rule a party cannot repudiate a contract so far as its terms are unfavorable to him and claim the benefit of the residue” is nothing more than an abstract statement of law which, without any showing how it is related to any action or ruling of the trial court, presents nothing for appellate review. Supreme Court Rule 1.08, subd. (a) (3) and (d), 42 V.A.M.S.; Turner v. Calvert, Mo., 315 S.W.2d 118, 120(2); Scowden v. Scowden, Mo.App., 298 S.W.2d 484, 485(1); Lewis v. Watkins, Mo.App., 297 S.W.2d 595, 597 (3); Thrasher v. Allen Estate, Mo.App., 291 S.W.2d 630, 632; State ex rel. Rueseler Motor Co. v. Klaus, Mo.App., 281 S.W.2d 543, 545(1); Farmer v. London & Lancashire Ins. Co., Mo.App., 274 S.W.2d 517, 520(1).

The next two sub-points in Rowe’s brief deal with construction of the second restrictive covenant in the fresh semen sales contract, which, in the following language, embodied in that contract by reference the restrictive covenant in the employment contract of January 11, 1955: “* * * the agreements of the technician (Rowe) under the technician’s (employment) contract contained in paragraph 9 of said contract, with reference to artificial insemination of cattle after termination of employment under said contract, only with semen furnished by, through or with the permission of ABS, shall nevertheless remain in effect, and shall be binding on Distributor (Hoyt).” Rowe’s theory seems to be that, under the quoted language, this restrictive covenant was “binding on Distributor (Hoyt)” only. To support this contention, Rowe relies on the secondary rule [Willis-ton on Contracts (Rev.Ed.), Vol. 3, § 621, p. 1788] or subsidiary aid [Engel v. Cord Moving and Storage Co., Mo.App., 313 S.W.2d 173, 176] of contractual construction that, if a written contract is ambiguous, it should be construed against the party who prepared it. Leathers v. Metalcraft Mfg. & Sales Corp., Mo.App., 240 S.W.2d 211, 213(3); John Deere Plow Co. v. Cooper, 230 Mo.App. 167, 91 S.W.2d 145, 148(2); Belch v. Schott, 171 Mo.App. 357, 157 S.W. 658, 660(2); 17 C.J.S., Contracts, § 324, p. 751; 12 Am.Jur., Contracts, § 252, p. 795. But, it is an essential prerequisite to application of this secondary rule or subsidiary aid that the contract under consideration be ambiguous [Corbin on Contracts, Vol. 3, § 559, loc. cit. 154], i. e., reasonably and fairly susceptible of different constructions [J. E. Blank v. Lennox Land Co., 351 Mo. 932, 174 S.W.2d 862, 868; Paisley v. Lucas, 346 Mo. 827, 143 S.W.2d 262, 267(3); State ex rel. National Life Ins. Co. v. Allen, 301 Mo. 631, 256 S.W. 737, 739(3); Webb-Kunze Const. Co. v. Gilsonite Const. Co., 281 Mo. 629, 220 *465S.W. 857, 860]; and, even then, resort is to be had to this subsidiary aid, long ago bluntly depreciated as “not very important” [Commercial Electrical Supply Co. v. Missouri Commission Co., 166 Mo.App. 332, 341, 148 S.W. 995, 997], only if and when all other means of contractual construction fail. Conservative Federal Savings & Loan Ass’n v. Warnecke, Mo.App., 324 S.W.2d 471; Katz Drug Co. v. Kansas City Power & Light Co., Mo.App., 303 S.W.2d 672, 680(6); Isaac T. Cook Co. v. Bank of St. Louis, Mo.App., 297 S.W.2d 607, 610(1); Larson v. Crescent Planing Mill Co., Mo.App., 218 S.W.2d 814, 820(5); 17 C.J.S., Contracts, § 324, loc. cit. 753-754; Corbin on Contracts, Vol. 3, § 559, loc. cit. 154.

The primary and cardinal rule, which permeates and pervades the entire field of contractual construction, is that the court should ascertain the intention of the parties and (unless that intention is in conflict with public policy or some positive rule of law) then give effect thereto. Tamko Asphalt Products, Inc. v. Fenix, Mo.App., 321 S.W.2d 527, 533(6); Hogue v. Wurdack, Mo.App., 298 S.W.2d 492, 495 (4); Cook v. Tide Water Associated Oil Co., Mo.App., 281 S.W.2d 415, 420(9). So, greater regard is accorded to the clear intention of the parties than to any particular language used in attempting to express that intention. Veatch v. Black, 363 Mo. 190, 250 S.W.2d 501, 507; Ragsdale v. Tom-Boy, Inc., Mo.App., 317 S.W.2d 679, 685(3); Truck Leasing Corp. v. Esquire Laundry & Dry Cleaning Co., Mo.App., 252 S.W.2d 108, 111(2); Rickey v. New York Life Ins. Co., 229 Mo.App. 1226, 71 S.W.2d 88, 93; 17 C.J.S., Contracts, § 295a, loc. cit. 693. The fresh semen sales contract is not rendered ambiguous simply because the parties thereto now disagree as to its proper construction [Mickelberry’s Food Products Co. v. Haeussermann, Mo., 247 S.W.2d 731, 738(6); York Pharmacal Co. v. Henry C. Beckmann Realty & Inv. Co., Mo.App., 304 S.W.2d 40, 42(1); National Pigments & Chemical Co. v. C. K. Williams & Co., 8 Cir., 94 F.2d 792, 795(1)]; and, construing that contract in its entirety and giving effect to every part th»reof, as is our duty [Ott v. Pickard, 361 Mo. 823, 237 S.W.2d 109, 111(3); McFarland v. Gillioz, 327 Mo. 690, 37 S.W.2d 911, 915(3); Belt Seed Co. v. Mitchelhill Seed Co., 236 Mo.App. 142, 153 S.W.2d 106, 110(8); 12 Am.Jur., Contracts, § 253, loc. cit. 798], we perceive no ambiguity [Myers v. Union Electric Light & Power Co., 334 Mo. 622, 629, 66 S.W.2d 565, 568(1)] and we encounter no difficulty in ascertaining the manifest intention of the parties that, although the employment contract of January 11, 1955, between ABS and Rowe was being superseded by the fresh semen sales contract of May 1, 1957, between “distributor” Hoyt and Rowe, the restrictive covenant in the employment contract “shall nevertheless remain in effect” and such covenant also “shall be binding on Distributor (Hoyt)” who was not a party to the employment contract. Thus, we find no occasion to resort to any secondary rule or subsidiary aid in construing the fresh semen sales contract [Engel v. Cord Moving and Storage Co., supra, 313 S.W.2d loc. cit. 176; Hamilton Fire Ins. Co. v. Cervantes, Mo.App., 278 S.W.2d 20, 24; Grossenbacher v. Daly, Mo.App., 287 S.W. 781], and we reject Rowe’s argument (to us strained and specious) that the second restrictive covenant in that contract was binding on Hoyt only.

Point III in Rowe’s brief was that “the (trial) court erred in failing to rule that the restrictive covenants in both contracts were unenforceable by reason of being unreasonable and oppressive,” followed by an abstract statement that “economic hardship and undue oppression will render a restrictive covenant unenforceable.” In asserting that we failed to rule this point, Rowe’s counsel overlook our specific holdings that the first restrictive covenant in the fresh semen sales contract was unreasonable but that the second restrictive covenant in that contract was reasonably qualified and limited as to time and as to area, and our definite conclusion that “the re*466straint imposed by this (second) restrictive covenant was reasonable as to Rowe and no greater than fairly required for protection of ABS.” We decline abstract speculation as to what might render a restrictive covenant so harsh and oppressive that it would become unreasonable and unenforceable as to an employee, but those with an academic interest in this field may be enlightened and edified by the discussions in the Arthur Murray case, supra, 105 N.E.2d loc. cit. 692, 699-700, and in Corbin on Contracts, Vol. 6, § 1394, pp. 514—525.

Rowe (a dairy farmer for fifteen years before he began to inseminate cattle) voluntarily entered the employ of ABS in 1951 and, for more than five and one-half years thereafter, continued in the same employment under written contracts, each of which contained the restrictive covenant carried forward and embodied in the fresh semen sales contract. No doubt, enforcement of that restrictive covenant has inconvenienced Rowe and has resulted in some temporary financial loss to him; but, the courts (if not Rowe) are concerned also with the importance of requiring those, who solemnly assume contractual obligations, to observe and fulfill them. Renwood Food Products v. Schaefer, supra, 240 Mo.App. loc. cit. 951, 223 S.W.2d loc. cit. 151; Montgomery v. Getty, Mo.App., 284 S.W.2d 313, 317. Under the restrictive covenant here enforced, Rowe remained at liberty to engage in any work or business whatsoever excepting only artificial insemination <of cattle during a limited period within the narrow confines of a single county. Compare City Ice & Fuel Co. v. Snell, supra, 57 S.W.2d loc. cit. 442; City Ice & Fuel Co. v. McKee, Mo.App., 57 S.W.2d 443, 447. We repeat that, in our considered judgment, the restraint imposed by that restrictive covenant was not unreasonable as to Rowe.

The motions for rehearing or to transfer .are overruled.

McDOWELL and RUARK, JJ., concur.