## Facts

- A theatre operator contracted in writing with a performer for an exclusive engagement at the operator’s Philadelphia theatre for a specified season.
- The contract included an express negative covenant stating that, if the performer refused to perform for the operator, she could be enjoined from performing at theatres not managed by the operator during the contract term.
- The performer refused to perform as agreed and performed or threatened to perform for other theatres during the season.
- The operator filed a bill in equity seeking (1) specific performance requiring the performer to appear at his theatre and (2) an injunction preventing her from performing elsewhere.
- The operator amended the request to seek only an injunction enforcing the negative covenant (no order compelling affirmative performance).

## Issues

1. Whether a court of equity may enjoin breach of a negative covenant in a personal-services contract by restraining a performer from working for others during the contract term, even though the court will not compel affirmative performance of the promised services.

## Decision

- The court declined to decree specific performance of the performer’s personal-services obligation.
- The court granted an injunction enforcing the negative covenant, restraining the performer from acting at theatres not managed by the operator during the contract term.

## Legal Principles

- Courts generally refuse specific performance of personal-services contracts due to supervision difficulties and concerns associated with coercing personal labor.
- Equity may enforce an express negative covenant in a personal-services contract by injunction, including an exclusivity promise not to perform for others during the contract period.
- Inadequacy of legal damages supports injunctive relief where the services are special and the loss from breach is difficult to measure.
- Enforcing a negative covenant does not compel the promisor to work; the promisor may choose not to perform at all, but may be restrained from performing for competitors during the agreed term.

## Conclusion

The court enforced the contract’s exclusivity provision by negative injunction, holding that while personal services will not be specifically compelled, a performer may be restrained in equity from working for others in violation of an express negative covenant when damages are an insufficient remedy.


Ford v. Jermon, 6 Phila. 6 (Pa. Dist. Ct. 1865)