
    Pittsburgh Brass Co., Limited, v. Adler.
    A bill in equity to enforce contract for sale of patents for the manufacture of brass sheet-metal fenders, averred that defendant represented that, by a purchase of his patents, plaintiffs would acquire a monopoly of making fenders, but that he had, since the sale of his patents to them, begun the manufacture and sale of fenders in competition with them; and prayed for an injunction, and a decree that the defendant assign all new patents since granted to him. The master found in favor of the plaintiffs, but the court sustained certain exceptions to the master’s report and entered a partial decree for the defendants, holding that the evidence failed to establish the alleged representations and, moreover, that such a contract in restraint of trade would be void as against public policy. Held, that the decree of the court below should be affirmed.
    In the above case, the court held that the use of defendant’s name, in connection with metal fenders, had become a valuable trade-mark and that, under the agreements, the plaintiffs were entitled to its exclusive use. A decree having been entered restraining defendant from using the name as a trademark, but dismissing the other prayers of the bill, the costs, which had been increased by the taking of a large amount of irrelevant testimony, were ordered to be paid equally by plaintiff and defendant.
    Nov. 2, 1888.
    Appeal, No. 84, Oct T., 1888, from C. P..No. 2, Allegheny Co., to review a decree dismissing exceptions to a' master’s report on a bill in equity by the Pittsburgh Brass Co., Limited, against Henry Adler, at Oct. T., 1887, No. 219. Paxson, J., absent.
    The bill averred, in substance, as follows :
    1. The Pittsburgh Brass Co., plaintiff, is a limited co-partnership association.
    2. Henry Adler, defendant, was, prior to March 13, 1886, engaged in the manufacture of fenders formed by bending sheet-metal, and established a valuable trade therein, said fenders being known in the market by the name of “ Adler Fenders.”
    3. Adler procured three patents for his improved sheet metal fenders, which covered some of the novel and patentable features of said Adler fenders.
    4. On March 11, 1886, Adler, together with F. J. Duffner and Cornelius Bermingham, formed the Pittsburgh Brass Co., Limited.’ The object of the association was the manufacture and sale of articles of sheet-metal, and chiefly of the sheet-metal fenders theretofore made by Adler and known as the “ Adler Fenders,” which manufacture and sale were represented by Adler to Duffner and Bermingham as being very profitable, and as being fully protected by said patents.
    6. Adler became superintendent of the association, and put in his plant, machinery and stock in trade, including his apparatus for making the “ Adler Fenders,” as part of the capital stock of the association. He continued to be superintendent until Dec. 1, 1886, and continued to be one of the managers of the association until May, 1887, when he sold his interest in the association to E. A. Kitzmiller, and ceased to be a member.
    7. On June 23, 1886, Adler entered into an agreement in writing with the Pittsburgh Brass Co., Limited, whereby he agreed to assign to the said company his letters patent “ covering all his devices for the manufacture of what is known as the Adler Fender,’ said letters patent consisting of three, dated, etc., together with the exclusive right to manufacture and sell such fenders under said letters patent and to license others to make and sell such fenders under said letters patent, from and after the date of such deed of transfer,” and also the “ exclusive right of manufacturing and selling the Adler Fender, made under the devices covered by said letters patent.”
    8. On Nov. 26, 1886, Adler, in pursuance of the agreement of June 23, assigned to the company the letters patent in question.
    9. Adler advised the company that the Russell Manufacturing Co. were manufacturing a fender that was an infringement on his patent, and urged the Pittsburgh Brass Co. to buy the Russell patents so that they might enjoy a monopoly of working sheet-metal fenders under his, Adler’s, patents. On Nov. 26, 1886, the Pittsburgh Brass Co. obtained an exclusive license in writing, under the Russell patents, from the Russell Manufacturing Co., for the manufacture of sheet-metal fenders.
    10. The Pittsburgh Brass Co. engaged largely in the manufacture and sale of the Adler metal-fenders under superintendence of Adler, and, on Sept. 13, 1886, issued a catalogue of the Adler-Russell Patent Fenders, whereon was represented, by a cut, of a fender made of sheet-metal, and marked so as to indicate that it was made under one of the Adler patents.
    11. During the time Adler was a member of the association, he always represented to the other members thereof that, by his patents, the association would obtain or had obtained a monopoly of the manufacture of sheet-metal fenders; and the end sought by the association, in the purchase of the Adler patents and the exclusive right under the Russell patents, was to obtain such monopoly of the manufacture and sale of sheet-metal fenders. That such purchases were made and such consideration paid to Adler, upon his representations that, through the same, such monopoly would be obtained.
    13. Adler has commenced, or is threatening to commence, the manufacture and sale of sheet-metal fenders. He has issued a circular headed “ Office of H. Adler & Co., manufacturers of Adler’s New Sheet Iron and Brass Fenders.” He has also issued a circular in which are described by cuts three sheet-metal fenders which are substantially like the sheet-metal fenders made by the complainant during the time that Adler was superintendent of complainant’s business.
    14. The name “Adler,” in connection with the manufacture and sale of sheet-metal fenders, is of great value to complainant.
    15. The manufacture of metal fenders by Adler is a violation of the monopoly obtained by complainants by the purchase of the Adler patents.
    
      The bill prayed:
    “ x. That the defendant may be ordered to disclose the name or names of the person, or persons, if any there are, who are associated with him in the manufacture of said sheet-metal fenders under the name of H. Adler & Co., as shown by said catalogue and envelopes, and that any such person or persons may be joined as party or parties defendant to this bill.
    “ 2. That the defendant may be ordered to disclose whether, or not, he has applied for letters patent for improvements infsheet-metal fenders as stated and indicated in said illustrated catalogue, together with the date or dates of filing such application or applications, and whether such patents or any of them have been issued or are about to issue, as well as whether the defendant has assigned said application for letters patent or any of them, or any interest therein to any person or persons and, if yea, when and to whom ?
    “ 3. That the defendant, as well as any person or persons associated with him, be enjoined, provisionally as well as perpetually, from any further use of the name ‘ Adler ’ in connection with sheet-metal fenders, or in any way using the complainant’s trade-mark in connection therewith.
    “ 4. That the defendant, as well as any person or persons associated with him, may be enjoined, provisionally as well as perpetually, from manufacturing or selling sheet-metal fenders, in violation of the monopoly granted and assured to your orator by the said defendant, and of his contracts entered into, and his representations made unto them in regard to the same.
    “ 5. That the defendant be enjoined, provisionally as well as perpetually, from assigning to any person or persons, other than the complainant, any patent or patents, whether already granted and issued or not, covering the sheet-metal fenders described in the illustrated circular of H. Adler & Co. before referred to.
    “ 6. That the said defendant be required, by the decree of the honorable court, to assign and transfer to your orator any patent or patents which have been or may be granted to said defendant on the application or applications of letters patent for sheet-metal fenders, described or shown in said illustrated catalogue of H. Adler & Co. heretofore referred to.
    
      “ 7. That such other and further relief may be granted to your orator as the equity of the case may require, and to your honors may seem meet.”
    The defendant, in his answer, admitted that plaintiff was a partnership, limited; that defendant was, prior to March 13, 1886, engaged in the manufacture of sheet-metal fenders and other articles made of sheet-metal; that he had procured the letters patent for his improved sheet-metal fenders, which were dated respectively, one on Nov. 6, 1877, and two on July 9, 1878; that he, with Duffner and Bermingham, on March 1, 1886, formed the limited partnership know by the plaintiff name for the purpose of manufacturing various articles from sheet-metal; that he was nominally a manager and superintendent of the limited partnership; that he put in his plant and tools used in his former business for the purpose of making up his subscription to the capital stock ; that he entered into the agreement of June 23, 1886 ; that he assigned the said patents ; that plaintiff purchased an exclusive license under the Russell patent; that plaintiff did engage in the manufacture of fenders under the Adler patents, of which defendant was the nominal superintendent; that plaintiff did issue a catalogue and price-list about Sept. 15, x886; that plaintiff accepted as a member Kitzmiller instead of defendant; that defendant has, since he left plaintiff company, issued circulars and sent the same to the trade, marked substantially as alleged; that he has applied for letters patent on a fender.
    Defendant denied all the other allegations of the bill.
    Defendant also averred that the word “ Adler ” was not used as a trade-mark, but merely to designate that the fenders so denominated were made by him ; that he put no trade-mark or good-will into the said partnership, limited, but only the things specially set out in the articles of association, and that he never agreed to transfer to plaintiff anything except what was mentioned in the written agreement and assignment; that it was never understood or agreed that the word “ Adler,” in connection with fenders, should become the exclusive right of the plaintiff; that the firm name of H. Adler & Co., under which he is now doing business, represents himself, solely, and that no one is associated with him in business.
    A formal replication was filed, and the case referred to a master, before whom the following agreements were offered in evidence, inter alia:
    
      “ For value received, I agree to sell to the Pittsburgh Brass Co., Limited, my patents covering the device known as the Adler fender, for such sum of money as the association will be able and willing to buy the patents of Russell for covering a similar device. And to sell to Russell, if his terms are considered too high, for a purchase by the association.
    “ And I license the association to use my said patents in manufacture and sale of Adler fenders for sixty days without charge. March 11, 1886.” Signed, “ H. Adler.”
    The agreement of June 21, 1886, mentioned in the bill, was as follows: “ In consideration of one dollar, said party of the first part, for himself, his heirs, executors and assigns, hereby covenants and agrees to and with said party of the second part, to well and sufficiently grant, convey, transfer and assign, on or before the expiration of one year from the date hereof, unto said party of the second part, its successors and assigns, all the unexpired term of his letters patent issued by the United States to him, covering all his devices for the manufacture of what is known as the Adler fender; said letters patent consisting of three, one being dated Nov. 6, 1887, and two dated July 9, 1878, and numbered 196,738, 205,820 and 205,821, together with the exclusive right to manufacture and sell said fenders under said letters patent, from and after the date of such deed of transfer.
    “ And said party of the first part further gives and grants to the said Pittsburgh Brass Co., Limited, the exclusive right, during the period of one year from the date hereof, of manufacturing and selling the Adler fender, made under the devices covered by said letters patent, and to fully and exclusively use, during said period, the said patents without any charge or royalty therefor.
    
      “ In consideration whereof the said party of the second part covenants to and with said party of the first, to pay to him cotemporaneously with the delivery of the deeds of assignment and transfer aforesaid, as the price thereof, a sum based on profits of sales of the Adler fenders made by them during the said year, but said profits shall be based on prices at present obtained from the sales of such fenders; and advance in prices during the year, obtained by combination or agreement between said company with Russell & Co., manufacturers of similar fenders, regulating prices, is not to be considered in ascertaining the profits. And in no event shall the price or sum to be paid to said Adler exceed twenty-five hundred dollars.”
    The formal assignment of the patents, dated Nov. 26, 1886, was as follows:
    “Whereas, letters patents of the United States No. 196,738 were granted on Nov. 6, 1877, and Nos. 205,820 and 265,821, were granted on July 9, 1878, to Henry Adler, of Pittsburgh, in the county of Allegheny, and state of Pennsylvania, for certain improvements in fenders; said letters No. 196,738, being for the making of a fender in one piece; said letters No. 205,820, being for making sheet-metal fenders; said letters No. 205,821, being for making fender bars:
    “ And whereas, the Pittsburgh Brass Co., Limited, are desirous of acquiring said Adler’s interest in the said recited letters patent:
    “ Now these presents witness, that I, the said Henry Adler, for and in consideration of the sum of twenty-four hundred dollars, to him in hand paid by the said Pittsburgh Brass Co., Limited, the receipt whereof is hereby acknowledged, have sold, assigned, transferred and set over unto the said Pittsburgh Brass Co., Limited, its successors and assigns, my entire right, title and' interest in and to the said patented inventions, and in and to the said recited letters patent granted as aforesaid, the same to be held and enjoyed by the said Pittsburgh Brass Co., Limited, for its own use and behoof, and the use and behoof of its legal representatives and assigns, to the full end of the term for which said recited letters patent are granted.”
    The master found the facts and law wholly in favor of the complainant. Exceptions to his report were sustained by the court, in the following opinion, in which the facts of the case are sufficiently stated, by Ewing, P. J.:
    
      “ The contracts in writing are the articles of limited partnership of March 11, 1886; the agreement of Adler, the defendant, of the same date, to sell his patents on certain terms or contingencies ; the inventory of goods which the defendant transferred to the company, with the formal transfer of the same date; the second agreement of June 23, 1886,'whereby the defendant agreed to sell, and for the first time the plaintiff bound itself to buy, the Adler patents; and the third agreement, to wit: the actual sale and transfer of the patents, dated Nov. 26, 1886.
    “ These are the principal written evidences in the case. It seems to us that the master, in deciding between, the plaintiff and defendant, has given little consideration to these writings, and yet they support strongly the contention of the defendant, except on one point. The expression, in the agreement of June 23, 1886, ‘the Adler Fender,’ gives color to the claim that ‘ Adler Fender ’ had become a trade-mark.
    “Prior to the formation of the plaintiff company, March 11, 1886, Plenry Adler, who was a skilled mechanic in his line, had for several years carried on a moderate business in Pittsburgh, in the brass and sheet-metal business, and, in the latter years, more than one-half of his business was in the manufacture and sale of cheaply made sheet-iron and brass fenders. He had three patents relating to the manner of manufacture. He made several fenders that had no patent on any part thereof, but his principal advantage was in his three patents enabling him to manufacture economically. His business was profitable and increasing.
    “ Mr. Duffner, one of the partners, had been for some years a traveling salesman for eastern houses in the same general line of business, though mostly in goods of a more costly kind, and was and is well acquainted with the business, and is a bright, sharp business man. Mr. Bermingham, the other partner, had been in different kinds of business, and is conceded to be a very bright business man, and, as his voluminous testimony shows, is a very fluent talker.
    “At the formation of the company, Mr. Adler put in $4,635.58, his machinery, tools, material and goods, at a low valuation for the articles; and the balance, to make up $9,600, he putin in cash. On Nov. 23, 1886, he put in his three patents for $2,400 of stock, making his entire stock $12,000. He was at first superintendent, at a salary. Owing to trouble with his partners, he resigned his superintendency. By the 1st of January, he was out of business, and, although nominally a manager, he was refused a subordinate position in the works. In the latter part of May, 1887, he sold his stock for $2,000 in money and real estate encumbered to the extent of $3,500, which the purchaser valued at $10,000, he at $9,000, in all>$7>5°°> or $8,500. The other partners continued in the business, seemingly harmonious and prosperous. The master find bad faith on the part of the defendant and trickery in regard to these contracts. The undisputed facts, as stated, seem to us to have some bearing on the question.
    “ Duffner and Bermingham say that, in going into partnership with Adler, they looked on the fender business as the principal business, and supposed that Adler’s patents covered all sheet-metal fenders. Adler and his son say that Duffner and Bermingham talked and acted as though they considered the fender business as but an unimportant part of the business to be carried on. The master finds, against Adler on this point.
    “ The inventory of the tools and machinery Adler put in shows but a small portion specially used for fenders, and it would seem that the collateral agreement of Adler, which gave the new company an option to buy his patents or to sell them for him to the Russell Company, by which they could readily abandon the patent fender business, is conclusive in favor of Adler’s testimony in that point of the case, or at least it should control.
    “ In putting his property in, Adler was given nothing for any trade-mark, nothing for business established; the company could have refused to take his patents at any time up to the agreement of June 23.
    “ While it seems to us to be a very close case on all the testimony, we sustain the master’s finding that, in the transfer of the property and patents, the plaintiff acquired the right to use the term ‘ Adler fenders ’ as a valuable trade-mark.
    “The plaintiff seeks to enjoin the defendant from the manufacture and sale of any sheet-metal fenders in competition with the plaintiff, on the ground that he represented that they acquired a monopoly of the business in the purchase from him. The defendant denies, in his answer, that he made any such representations at his sale to the company. The written agreements again come in on the side of Adler.
    “ From first to last, there is no such intimation in the written papers ; there is no agreement that would have prevented him from carrying on a competition business. Up to June 23, 1886, he might have manufactured the patented fenders. It is evident, from Duffner’s own testimony, that he knew there could be no monopoly in the business except as covered by the patents, and that he knew that there was no patent on sheet-metal fenders generally, but only on the mode of making certain things about them. The alleged representations to others that the brass company had a monopoly of the business do not seem to me to be of any importance. Such remarks are often made by sanguine people in trade where there is no pretense that any one may not enter the trade in competition. The contention is between the Brass Company and Adler — not between stockholders and him. What did he sell to the company ? What agreement did he make with the company ? Taking the entire testimony of Mr. Kitzmiller, to whom Adler’s stock was sold, and assuming that Adler had owned the entire stock, there is nothing to prevent Adler from going into a competition business, unless otherwise prevented.
    “ The policy of the law makes void an absolute contract in restraint of trade, such as this would be. To make it valid, the contract must be limited reasonably in time or locality; but there was no such contract entered into.
    “ The exceptions to this part of the master’s findings of fact and law are sustained.
    “ The plaintiff seeks to have the defendant required to assign to it any patent or patents for sheet-metal fenders, which he has applied for since his assignment of his stock and patents. And the master has found the law and facts in favor of the plaintiff. In no part of any of the written contracts is there any suggestion that the plaintiff is to have the benefit of any improvements or new patents which the defendant might thereafter obtain. There is no pretense that any such contract was made. A contract, express or implied, that an inventor should not thereafter exercise his skill and invent new and useful devices, would clearly be void, as against public policy.
    “ If the defendant is in any way infringing on the patents which he assigned to plaintiff, or if his new application would be an infringement, the exclusive jurisdiction of the contention is in the United States courts.
    “The ground on which the plaintiff claims that it is entitled to this assignment, is that defendant represented to Duffner and Bermingham, in their negotiations for the purchase, that a fender, marked Exhibit No. 36 in court, was covered by his patents and that he is estopped from denying it, and that, in equity, they are entitled to his patent on the ground that the new invention is the same as Exhibit No. 36.
    “ 1st. Is the application for substantially the same fender as this Exhibit No. 36. In my judgment, the weight of testimony is decidedly against this assumption. And then, on examination of the fenders and their construction, they are very dissimilar. As to the allegation that, in appearance, they are likely to cause customers to mistake one of these new fenders for one of the old patented ones, or for No. 36, the weight of testimony is the other way. And, on inspection, we can see no room for the most ordinary eye to be deceived. That it is possible that the new fender can be manufactured cheaper than the others, and that the price might affect the choice of the purchaser, is a different question.
    “ As to the question of what Messrs. Duffner and Bermingham were led to believe: The testimony shows that sheet-metal fenders of various shapes and construction, box fenders, as well as others, have been long in use, and are well known; and that they are unpatentable, as such, is notorious. I _ can understand how a very young man might believe that a monopoly could be legally obtained on all sheet-metal fenders, but these parties were neither very young nor unsophisticated nor unacquainted with the business.
    
      “ Henry Adler owned three patents ‘ for improvements in the manner of sheet metal-fenders.’ The 1st, granted Nov. 6, 1877, No. 196,738, being for a peculiar manner of making a fender from one piece of sheet-metal. 2d. Patent No. 205,820, granted July 9,1878, is for an improvement on making sheet-metal fenders in three pieces. 3d. No. 205,821, granted July 9, 1878, was for an improvement in the manner of making fender bars. The patents and specifications are simple, plain and easily understood. They are the patents referred-to in the agreement of Adler, March 11, and of the contract of June 23, and of the transfer of Nov. 26, 1886, when Adler received $2,400 of the stock therefor. While the agreement, as printed, does not show as to the making fenders in three pieces, the original agreement, in connection with the testimony, shows that the parties knew what the improvement was.
    “ There is another fact of some significance. In this transaction, so far as appears, the defendant was not represented by an attorney, the plaintiff was represented by a very able and skilled counsellor— none more astute than he at this bar.
    “ The plaintiffs complain that they did not have the patent at hand. They did have them, full copies, early in December; they did know, before the assignment, that the patents covered an improvement in fenders mad^ of one piece, and improvement in fenders made in three pieces, and in fender bars. They knew that Exhibit No. 36 was not made in one or three pieces. We have already said that Mr. Duffner’s own testimony satisfies us that he knew that nobody had any exclusive right to make sheet-iron fenders. We have no doubt that Mr. Bermingham knew it.
    “ The plaintiff produces a catalogue which defendant issued while in business on his own account, and which the others saw, and claims that the fender on page 7, marked ‘patented July 9, 1878,’ deceived them. They say defendant told them it was patented. Defendant and his son both testify that Bermingham was told distinctly that the rail alone was patented. As a matter of fact, it was so patented. The fender on the opposite page is marked ‘ patented Nov. 6, 1877, July 9, 1878.’ The body of the one on page 7, is a neat common one, such as has been in use, and it is conceded that that part of it is not patentable. Exhibit No. 36 is this unpatented body with an unpatented rail, which was afterwards made in small quantities by the Brass Company, Limited. Even plaintiffs concede that anybody except the defendant has a right to manufacture such a fender.
    “ There are many items of testimony on both sides to which we have not referred.
    “ The exceptions filed to the master’s report, on his findings as to the defendant’s application for a new patent, are sustained.
    “ Hundreds of pages of testimony were taken in regard to negotiations between the parties prior to the agreement of March 11, nineteen-twentieths of which was wholly irrelevant. Only that which referred to an alleged assertion that something was patented 'that was not, of all this mass of rubbish, was pertinent. The parties deliberately entered into their written agreement, which was specific and minute, and, except the option given the company to purchase the patents, it was not ambiguous. The parties entered it with their eyes open. In a common law action, it would be said that the admission of this evidence was calculated to unduly prejudice the jury and would, of itself, be good ground for a new trial. The same remarks will apply to the large part of the testimony as to disagreement among the partners after the formation of the partnership. The practice for the master to admit everything as though he were but an examiner is a growing one, and each particular master hesitates to control the proceedings as he would do in court. But the practice is a bad one. We will endeavor to correct it by imposing the costs of taking clearly irrelevant testimony on the proper party.”
    The court entered the following decree:
    “ And now, to wit., March 10, 1888, this cause came on to be heard on bill, answer, master’s report, and the exceptions filed thereto, and was argued by counsel, and, upon consideration thereof, it is ordered, adjudged and decreed:
    “ 1st. That the defendant, Henry Adler, be, and hereby is, restrained from the use of the name, ‘ Adler,’ as a trade-mark for sheet-metal fenders.
    “ 2d. That, as to all the other matters and things prayed for in the bill, the exceptions to the master’s report are sustained.
    “ 3d. That the preliminary injunction heretofore granted, on the corning in of the master’s report, restraining the defendant from making sale of his stock of sheet-metal fenders, be dissolved.
    “ 4th. That the plaintiff pay one-half of the costs of this suit, including a master’s fee of $500, and that the other half of the costs be paid by the defendant.”
    
      The assignments of error specified that the court erred, 1, in the second paragraph of the decree, quoting it and the prayers of the bill thus refused; 2, in the third paragraph of the decree, quoting it; 3, in so much of the fourth paragraph of the decree as imposed costs on the plaintiff, quoting it; and, 4, in refusing the relief prayed for in the bill, so far as the same has been refused.
    S. Schoyer, Jr., with him N B. Schoyer, for appellant.
    The master’s finding of facts should have been sustained. He had the advantage of hearing the testimony and seeing the witnesses. Phillips’s Ap., 68 Pa. 130; Sproull’s Ap., 71 Pa., 137.
    Adler’s representations, made while the association was inchoate, were attached to and made a part of the value of his plant and patents, and made that contribution an equivalent of the money of the others. The plaintiff is the proper legal party to enforce the contract. Athol Music Hall v. Carey, 116 Mass. 47; Edinboro Academy v. Robinson, 37 Pa. 210; Shober’s Adm’r v. Lancaster County Park Ass’n, 68 Pa. 429.
    Jan. 7, 1889.
    ’ Adler’s representations, made when he was superintendent, were believed and acted upon by the plaintiff. It is admitted that his patents did not create a monopoly, but he so represented and it was believed and acted upon, and he is thereby estopped from denying it.
    How could it reasonably be expected that the papers should contain any such representations as were made, being, as they are, so far as relates to these patents, the formal agreements for transfers, which plaintiffs had, because of the representations made to them, verbally agreed to accept.
    Plaintiffs do not claim the new patent of Adler because it is new, but because it is necessary to protect the title Adler represented he was conveying to the plaintiffs. It is not an infringement ■of patents triable only in the United States courts; what defendant alleged to plaintiffs about those patents is infringed.
    The court was in error in imposing any of the costs upon the plaintiff. The testimony was all relevant to plaintiff’s theory of the case.
    
      W. C. Erskine, with him H. H. Swaney, for appellee.
    The contracts and bill of sale of the patents show that no monopoly was created in favor of the plaintiffs, and that they could not have been' injured by any representations of the defendant. There is no suggestion in any of the papers that Adler ever agreed not to go into a like business again. Besides, such a contract would be void in restraint of trade.
   Per Curiam,

We concur entirely in the opinion of the learned judge of the court below. He was able to discern the true features of the case, through a mass of irrelevant testimony, which seems to have beclouded the mental perception of the master; has made plain that which was obscure; and has formulated a just and equitable decree, of which we heartily approve.

Decree affirmed at cost of appellant.  