the Federal Rules Joseph Campbell Company which entered into the contracts on behalf of the Campbell Soup Company has the right to join in these actions and is therefore a proper party-plaintiff).
C. Conscionability of the Contracts.
The case of Campbell Soup Company v. Wentz, 3 Cir., 172 F.2d 80, is cited by defendants in support of their contention that the contracts in question, while valid, are unfair and therefore unenforceable in equity.
The contention, we think, is without merit.
The provision which the court, in Campbell Soup Company v. Wentz, supra, considered the severest was that which excused Campbell Soup Company from accepting carrots under certain circumstances and which prohibited the farmer even under such circumstances from selling his carrots elsewhere unless Campbell agreed. The contracts in question were altered somewhat in this respect and contained no such prohibition.
All of the provisions of the contracts herein are mutual and benefit the farmers and the Company equally. For example, the provision relating to contingencies exonerates both the growers and Campbell of default or delay in certain circumstances.
The Court of Appeals in the Wentz case, supra, made mention of the provision in the contract before it specifying that Campbell's determination of conformance with specifications would be conclusive. This provision has been eliminated in the present contracts. Conformance now depends on standards established by the United States Department of Agriculture, and grading is performed by graders licensed by the United States Department of Agriculture and assigned to the loading platforms by the State Department of Agriculture.
The present contracts remove entirely from the discretion of the plaintiffs the determination of the acceptability of the quality of the tomatoes.
Finally, the Court of Appeals in the Wentz case, supra, made mention of the fact that the contract before it had a provision for liquidated damages for breach of the contract by the farmer but no provision for liquidated damages or any other damages for breach of contract by Campbell. The contracts here involved contain no provision with respect to liquidated damages.
Thus, the present contracts are not subject to the several criticisms directed at the carrot contract by the Court of Appeals. They are in our judgment fair and enforceable in equity. See Hunt Foods, Inc., v. O'Disho, D.C., 98 F.Supp. 267; Curtice Brothers Company v. Catts, 72 N.J.Eq. 831, 66 A. 935 and Campbell Soup Company v. Schrider,
Superior Court of New Jersey, Chancery Division, Burlington County, Docket No. C-2-52, Vincent S. Haneman, J.
Conclusions of Law.
(1). This Court has jurisdiction of these actions because diversity of citizenship between the plaintiffs and the defendants is present and the amount in controversy exceeds $ 3,000 exclusive of interest and costs.
(2). Campbell Soup Company is a third-party beneficiary of the contracts in question.
(3). Campbell Soup Company is the real party in interest and is therefore a proper party-plaintiff.
(4). Joseph Campbell Company which entered into the contracts on behalf of the Campbell Soup Company has the right to join in these actions and is therefore a proper party-plaintiff.
(5). The contracts entered into by Joseph Campbell Company and the defendant farmers are valid, fair and enforceable in equity.
(6). The defendant farmers have breached their contracts by selling to buyers other than the plaintiffs a substantial portion of the tomatoes picked from the acreage which said defendant farmers contracted to grow exclusively for the plaintiffs, and by failing to deliver to plaintiffs the tomatoes picked by them from the said acreage, as called for by their contracts.
(7). The defendants Diehm and Barrage had knowledge that the defendant farmers, Martin and Stauffer, had entered into written contracts with Joseph Campbell Company and despite that knowledge purchase tomatoes from the said Martin and Stauffer at a price considerably in excess of the contract price, thereby aiding, abetting and encouraging them to breach their contracts with the plaintiffs.
(8). The plaintiffs come into Court with clean hands.
(9). Unless the defendant Farmers are enjoined from breaching their contracts with the plaintiffs and are required to deliver the tomatoes contracted for to plaintiff, the plaintiffs will sustain immediate, substantial and irreparable loss, injury and damage.
(10). Unless the defendants Diehm and Barrage are enjoined from purchasing tomatoes from farmers under contract with the plaintiffs in violation of said farmers' contracts, the plaintiffs will sustain immediate, substantial and irreparable loss, injury and damage.
(11). Plaintiffs have no adequate remedy at law.
(12). A permanent injunction will issue restraining the defendant farmers who are under contract to sell their crops to the plaintiffs from breaching their contracts and restraining the defendant brokers from inducing or participating in the breaching of the defendant farmers' contracts.
(13). The complaints are accordingly sustained.
An order pursuant to the foregoing opinion will be prepared and submitted.