William Reynolds against Stephen Franklin Bridge
| Jurisdiction | England & Wales |
| Judgment Date | 26 May 1856 |
| Date | 26 May 1856 |
| Court | Court of the Queen's Bench |
English Reports Citation: 119 E.R. 961
IN THE COURT OF QUEEN'S BENCH AND EXCHEQUER CHAMBER
S. C. 26 L. J. Q. B. 12; 2 Jur. N. S. 1164; 4 W. R. 640. Observed upon, Mercer v. Irving, 1858, El. Bl. & El. 567, 572. Applied, Wallis v. Smith, 1882, 21 Ch. D. 263.
william reynolds against stephen franklin bridge. Monday, May 26th, 1856, Deed between plaintiff and defendant recited that plaintiff and defendant bad carried on the business of surgeons and apothecaries in partnership in W.: and each covenanted that the business should thereafter be carried on under the style of the old firm for three years, but should be the exclusive business of plaintiff: then followed other covenants to be performed by plaintiff and defendant respectively: and then a covenant that, after the determination of the three years, and so long as plaintiff should reside in W. or within twelve miles thereof, defendant should not practise the business of a surgeon or apothecary, or see ariy patients, except as thereafter mentioned, nor assist nor introduce any other medical man in W. or within twelve miles thereof, but should, before the expiration of the three years, introduce plaintiff to all such persons as might be the exclusive patients of defendant, and, during the term of three years, use his belt endeavours to secure the same for plaintiff after the expiration of the three years; provided that, in case defendant should make default in the observance and performance of the covenant lastly mentioned, defendant should forthwith pay to plaintiff 20Q01., but not in the nature of a penalty, but as ascertained liquidated damages ;l but that defendant might, after the determination of the three years, act in consultation with other medical gentlemen in W, and elsewhere, and might K. B. XLVI1J.-31 962 REYNOLDS V. BHIDGE 6 EL. fc BL. 829. also, if he thought fit, after the determination &c., attend midwifery cases in W., the fees for which should be equal to or exceed 11. la. ; but he should pay one half of the fees he should receive for each of such midwifery cases to plaintiff, so long as plaintiff should continue to practise at W. That, in case either party should make default in performance of any covenant, he should pay to the other 5001., as and for liquidated damages, and not in the nature of a penalty. Defendant committed a breach by practising contrary to the covenant.-Held, that the 20001. was recoverable aa liquidated damages, no one of the provisions of the covenant to which it applied being such that the damage for the breach of it wag capable of precise estimation ; the provision as to the payment of the half fee not being a part of such covenant, but collateral to it. [S. C. 26 L. J. Q. B. 12; 2 Jur. N. S. 1164; 4 W. R. 640. Observed upon, Mereer v, Irving, 1858, El. Bl. & El. 667, 572. Applied, Wallis v. Smith, 1882, 21 Ch. D. 263.] The declaration recited that heretofore, to wit 10th December, 1852, by an indenture, then made [529] between defendant of the one part and plaintiff of the btber part, after reciting (amongst other things) that defendant and plaintiff had, since 1st April, 1847, carried on the business of surgeons and apothecaries in partnership in Wellington in Somersetshire, for the term and under the conditions in that indenture mentioned : It was witnessed that each of them, defendant and plaintiff, 60 far as the covenants and agreements therein contained and hereinafter mentioued were to be obaerved or performed by him, his heirs, executors or administrators, did thereby, for himself, hia heirs, executors and administrators, covenant with the other of them in manner following, that is to say (amongst other covenants): that the said practice or business should be carried on at Wellington aforesaid, under the style or firm of Bridge & Reynolds, for the term of three years from 6th August, 1852, if both of them should so long live: but that the said practice and business should belong to, and be the exclusive property of, the plaintiff, subject nevertheless to the payments to defendant therein mentioned : That the dispensing part of the said business should be carried on at the dwelling house of plaintiff, or at such other place or places in Wellington as he should at any time during the said three years determine : That both defendant and plaintiff would, during the said term of three years, diligently employ himself in such business, or carry on the same to the greatest advantage: That an account of all business done and all transactions relating thereto should be daily charged and entered by each of the said parties in proper books, to be kept for that purpose, in such manner as was usually done by persons of the same profession, and that a fair and clear account of [530] the said practice or business and the true state thereof might appear; and, in particular, that a book should be kept by each of the said parties for the entries of all moneys and cash to be received by each of them on account of the said practice or business, wherein all such receipt of money and cash should be daily entered from time to time. That each of the said parties would, from time to time and at all times during the continuance of the said term of three years, be just and true to each other in all their accounts, dealings and transactions relating to the said practice and business, and would give and render to the other of them a just and faithful account of same when reasonably required so to do: That, after the determination of the said term of three years, and so long as the plaintiff should reside in Wellington or within twelve miles thereof, defendant should not practise or carry on, either directly or indirectly, by himself or by any partner, apprentice or assistant, the profession or business of a surgeon or apothecary, or see any patients (except as thereinafter and hereinafter mentioned), nor assist or introduce any other medical man in the town of Wellington or within twelve miles thereof, but should, before the expiration of the said term of three years, introduce the plaintiff to all such persons as might be the exclusive patients of the defendant; and should also, during the said term, use his best endeavours to secure the same for the plaintiff after the expiration of such three years: Provided always, and it was thereby expressly agreed and declared, that, in case defendant should make default in the observance or performance of the covenant lastly thereinbefore contained and herein mentioned, defendant should forthwith pay unto plaintiff the sum of 20001., [531] "but not in the nature of a penalty, but as ascertained liquidated damages:" That, notwithstanding the clause lastly thereinbefore contained and hereinbefore BL ft BL. J3Z. REYNOLDS 1'. BRIDGE 963 mentioned, the defendant might, after the determination of the said term of three years, act in consultation with other medical gentlemen in the town of Wellington and elsewhere: That defendant might also, if he thought fit, after the determination of the...
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