Dental Prosthetic Services, Inc. v. Hurst

463 N.W.2d 36, 5 I.E.R. Cas. (BNA) 1647, 1990 Iowa Sup. LEXIS 301, 1990 WL 181582
CourtSupreme Court of Iowa
DecidedNovember 21, 1990
Docket89-1123
StatusPublished
Cited by9 cases

This text of 463 N.W.2d 36 (Dental Prosthetic Services, Inc. v. Hurst) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dental Prosthetic Services, Inc. v. Hurst, 463 N.W.2d 36, 5 I.E.R. Cas. (BNA) 1647, 1990 Iowa Sup. LEXIS 301, 1990 WL 181582 (iowa 1990).

Opinion

SCHULTZ, Justice.

In this appeal, Dental Prosthetic Services, Inc. (DPS) brought suit against James P. Hurst, a former employee, to enforce a covenant not to compete contained in the written employment agreement between the parties. DPS also seeks an accounting of the profits that Hurst earned while he allegedly violated the covenant. Following a bench trial, the court dismissed the petition. The court found that DPS failed to prove that Hurst’s business was located within a fifty-mile radius of DPS’s business. Alternatively, the court concluded that the restrictive covenant was unreasonable as to time and area. DPS appealed this decision, and the court of appeals affirmed by operation of law. We granted DPS’s application for further review. We affirm the decision of the court of appeals and the judgment of the district court.

In our de novo review of this equity action we find the facts anew. Located in Cedar Rapids, Iowa, DPS operates a dental laboratory which includes the manufacturing, selling, and servicing of prosthetic devices pursuant to the prescriptions of the dentists who are its customers. In 1980, it hired Hurst, a twenty-year veteran of the dental laboratory business, as a production manager.

DPS and Hurst entered into an employment contract that contained the following restrictive covenant:

Upon the termination of Employee’s em-ployment_ Employee shall not directly or indirectly within a radius of 50 miles of Employer’s place of business, *38 enter into or engage in any business similar to the type of business conducted by Employer at the time of the termination of this Agreement ... for a period of three (3) years after the date of termination of his/her employment hereunder.

In July 1987 Hurst resigned from his employment with DPS. Hurst began working for a dental laboratory in Ohio. However, Hurst left Ohio three months later and returned to Iowa. In October 1987 Hurst opened his own dental laboratory in Oel-wein.

DPS filed a lawsuit against Hurst claiming that Hurst violated the restrictive covenant not to compete in the employment contract. DPS requested that the court enjoin Hurst from engaging in a business similar to the type conducted by DPS. In addition, DPS asked the court to award damages for its lost profits and good will.

In claiming that Hurst violated the covenant’s distance restriction, DPS focuses on the location of Hurst’s laboratory and his business activities. It claims that the dental laboratory is physically located within the restricted fifty-mile radius and that Hurst has engaged in sales, deliveries, and consultations within this area.. We disagree with these contentions and need not address the trial court’s alternate determination on the reasonableness of the covenant as to time and area.

I. Restriction on location. Both parties agreed that the covenant prohibits Hurst from establishing his laboratory within fifty miles of DPS’s place of business. The burden of proof is upon DPS. See Iowa R.App.P 14(f)(5). In equity cases the court gives weight to the fact findings of the trial court, but is not bound by them. Iowa R.App.P. 14(f)(7).

DPS presented evidence by an expert witness that the entire city of Oelwein was within fifty miles of DPS’s place of business and that the north edge of Oelwein was 48.29 miles from DPS’s laboratory. The expert had not located Hurst’s laboratory, which the undisputed evidence shows to be outside and north of the city limits of Oelwein. Hurst testified that his laboratory was more than fifty-miles away from the site of DPS’s laboratory. We agree with the trial court that DPS did not establish that the two laboratories are within a fifty-mile radius of each other.

II. Restriction on engaging in business. The parties dispute the meaning of the language “directly or indirectly ... enter into or engage in any business similar to the type of business conducted by Employer .... ” DPS urges that Hurst performs services for dentists located within the fifty-mile radius of DPS. There is no dispute that Hurst services dental customers in Oelwein, Independence, and Marion, cities which are all within fifty miles of DPS’s place of business. Hurst maintains that he conducts business in his laboratory and that the terms of the covenant do not prevent him from fulfilling the orders made by dentists within the fifty-mile radius of DPS. Essentially, Hurst’s argument is that his business is conducted at his laboratory in Oelwein.

This dispute is not surprising. “The term ‘business’ has no definite or legal meaning.” Black’s Law Dictionary 248 (rev. 4th ed. 1968). We have struggled with the definition of the term “business” as applied to a church. See Gardner v. Trustees of Main Street Methodist Episcopal Church, 217 Iowa 1390, 1401-03, 250 N.W. 740, 745-46 (1933). We conclude that the term “business” is ambiguous, thus requiring us to construe the contract.

III. Construction of contract. Hurst urges that we strictly construe the covenant not to compete in this contract against DPS, the drafting party. We indicated that our earlier cases indulge in loose generalities and that the law does not favor contracts in restraint of trade. Uptown Food Store, Inc. v. Ginsberg, 255 Iowa 462, 467-68, 123 N.W.2d 59, 62-63 (1963) (citing Sickles v. Lauman, 185 Iowa 37, 45, 169 N.W. 670, 673 (1918)). However, we added that:

[TJhere is no public policy or rule of law which condemns or holds in disfavor a fair and reasonable agreement of this character, and such a contract is entitled to the same reasonable construction ... *39 that [is] accorded to business obligations in general.

Id. In Uptown we recognized the rule stated in Haldeman v. Simonton, 55 Iowa 144, 146, 7 N.W. 493, 494 (1880), that in the sale of a medical practice a covenant, being in restraint of trade and personal liberty, should not be construed to extend beyond its fair import. We reiterated this rule in Thomas v. Thomas Truck & Caster Co., 228 N.W.2d 52, 55 (Iowa 1975), another sale-related, covenant-not-to-compete ease. We adopt the rule in Haldeman and Thomas in cases involving covenants in an employment contract.

When construing contractual terms chosen by the parties, our object is to ascertain their meaning and intention. “Interpretation involves ascertaining the meaning of contractual words; construction refers to deciding their legal effect.” Fashion Fabrics of Iowa v. Retail Investors, 266 N.W.2d 22, 25 (Iowa 1978). In this case, we are aided by extrinsic evidence which allows us to make a factual, rather than a legal, determination of the meaning of the contract. Id.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Wallace Auto Supply v. Sinn
Court of Appeals of Iowa, 2018
Thrasher v. Grip-Tite Manufacturing Co.
535 F. Supp. 2d 937 (S.D. Iowa, 2008)
Dickson v. Hubbell Realty Co.
567 N.W.2d 427 (Supreme Court of Iowa, 1997)
Curtis 1000, Inc. v. Youngblade
878 F. Supp. 1224 (N.D. Iowa, 1995)
Stone Hill Community Ass'n v. Norpel
492 N.W.2d 409 (Supreme Court of Iowa, 1992)
Uhl v. City of Sioux City
490 N.W.2d 69 (Court of Appeals of Iowa, 1992)

Cite This Page — Counsel Stack

Bluebook (online)
463 N.W.2d 36, 5 I.E.R. Cas. (BNA) 1647, 1990 Iowa Sup. LEXIS 301, 1990 WL 181582, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dental-prosthetic-services-inc-v-hurst-iowa-1990.