The opinion of the court was delivered by: KALODNER
The issue having come to trial on complaint and answer, and having heard the testimony of witnesses and arguments of counsel, I make the following
1. During the period in which the present claim arose, plaintiff, Hugh A. Pollock, was Manager of the Automobile Division of the Crosley Corporation.
2. In his capacity as Manager of the Automobile Division of the Crosley Corporation the plaintiff had charge of the Company's dealings with its distributors.
3. Plaintiff's employment as Manager of the Automobile Division by the Crosley Corporation was a full-time position.
4. During the period in which the present claim arose, defendant W. Foxall MacElree was a distributor of automobiles of the Crosley Corporation.
5. Under its contract with the defendant and the general policy adopted toward its distributors, it was the obligation of the Crosley Corporation to treat all distributors alike so that no one should profit at the expense of another.
6. Plaintiff violated the terms of his employment by the Crosley Corporation by entering into an agreement with the defendant to share with the defendant the saving under the regular price, realized on purchases of Crosley automobiles from other distributors.
7. Plaintiff sought to use confidential information received by him as Manager of the Automobile Division of the Crosley Corporation relating to automobiles held by its distributors, for the purpose of making a secret profit for himself at the expense of those whom he was employed to serve.
8. The agreement between plaintiff and defendant set forth in Finding No. 6 was without the knowledge and consent of plaintiff's employer, the Crosley Corporation.
The plaintiff was employed as Manager of the Automobile Division of the Crosley Corporation, and was in charge of all the automobile distributors of the Company. His position was a full-time one and he was paid $7,000 a year plus a bonus. As part of his job as Manager it was his duty to help the distributors dispose of their cars. The defendant is one of the distributors and the Crosley Corporation's standard contract for the distributorship between the defendant and the Crosley Corporation was signed by the plaintiff on behalf of the Company. This contract calls attention to the mutual responsibilities of the distributor and Crosley and recites that "Crosley recognizes a sound dealer organization as essential to its own success. Under this agreement it is Crosley's aim not only to provide Distributor with good merchandise for resale, but also to have a fair, mutually helpful and friendly business association exist between Distributor and Crosley." It also provided that: "Crosley will from time to time advise Distributor of the prices of the vehicles and parts and accessories he buys from Crosley, and will furnish Schedules or Discount and Terms of Purchase to Distributor."
In the beginning of the year 1942 a "freezing" order was made by the United States Government so that new cars were unobtainable from Crosley. The distributors were, however, permitted to buy from one another. The result of the war situation was that in some parts of the country distributors, either because of local conditions or because of induction into military service, had automobiles on hand which they were pressed to unload, while in other places there were distributors who had very active markets and were greatly in need of cars to sell. The defendant belonged to the latter class. The policy of the Crosley Corporation was to help all of its distributors so that ...