## Facts

- Fine Foods, Inc. and Fred Rappaport purchased the real and personal assets of Taft’s Restaurant in Brattleboro, Vermont, from Thomas E. Dahlin and his partner for $240,000.
- At closing, Dahlin executed a written covenant not to compete for separate consideration of $5,000.
- The covenant barred Dahlin, for five years, within a 25-mile radius of Brattleboro, from directly or indirectly engaging in or becoming financially or otherwise interested in any restaurant or similar business in competition, including through listed roles and “or otherwise.”
- The covenant included a clause making Dahlin liable for attorney’s fees if he breached the agreement.
- Less than one year later, Dahlin accepted employment as maître d’ at the Old Newfane Inn, a restaurant located in Brattleboro, performing front-of-house duties (greeting guests, seating, taking cocktail orders, tableside service) and receiving nightly pay plus a share of tips.
- After Dahlin continued the job despite plaintiffs’ objection, plaintiffs sued to enforce the covenant and sought injunctive relief.
- The trial court found a breach, enjoined Dahlin from being connected in any way with the Old Newfane Inn’s restaurant business, and awarded attorney’s fees to plaintiffs.

## Issues

1. Whether the covenant’s terms, properly construed, prohibited Dahlin’s employment as maître d’ at a competing restaurant within the restricted time and area.
2. Whether the evidence supported the finding of breach and the scope of the injunction.
3. Whether the trial court properly took judicial notice that the Old Newfane Inn was within the covenant’s 25-mile radius.
4. Whether the evidence adequately supported the attorney’s fees award under the contract’s fee-shifting clause.

## Decision

- The Supreme Court affirmed enforcement of the covenant and the finding that Dahlin’s maître d’ employment fell within its prohibition.
- The Court upheld the injunction as consistent with the covenant’s breadth and supported by the evidentiary record.
- The Court held the trial court properly took judicial notice of the relevant geographic distance.
- The Court affirmed contractual entitlement to attorney’s fees upon breach but remanded for further proceedings limited to the sufficiency of evidence supporting the amount of fees awarded.

## Legal Principles

- Covenants not to compete given in connection with the sale of a business, supported by consideration and reasonable time and geographic limits, are enforceable to protect the buyer’s interest in the purchased goodwill.
- Broad noncompete language prohibiting direct or indirect involvement in a competing business, including “or otherwise” after enumerated roles, can reach employment relationships that connect the seller to a competitor within the restricted area and period.
- A court may take judicial notice of geographic facts such as distances between known locations when they are capable of accurate and ready determination and not reasonably disputable.
- A contractual attorney’s fees clause is enforceable upon breach, but the party seeking fees must provide an adequate evidentiary basis for the reasonableness and amount awarded.

## Conclusion

The court enforced a sale-of-business noncompete to bar the seller’s employment in a competing restaurant within the restricted area and period, approved judicial notice of distance, and upheld injunctive relief, while remanding for additional support for the attorney’s fees amount.


Fine Foods, Inc. v. Dahlin, 523 A.2d 1228 (Vt. 1987)