## Facts

- Benjamin Lumley managed Her Majesty’s Theatre in London and contracted with Johanna Wagner, a renowned opera singer.
- The written agreement required Wagner to sing at Lumley’s theatre for three months beginning April 1, 1852, for a monthly salary.
- The agreement also contained an exclusivity term barring Wagner from performing at any other theatre or public/private concert without Lumley’s written consent.
- Frederick Gye, manager of the rival Covent Garden Theatre, procured Wagner’s repudiation of her agreement with Lumley and engaged her to sing at Covent Garden for higher pay.
- Wagner and related defendants disputed enforceability of the restrictive term, asserting the negotiating agent lacked authority to include it and that Lumley had not satisfied certain financial conditions.
- A Vice-Chancellor granted an interlocutory injunction restraining Wagner from performing elsewhere during the contract term.
- Defendants appealed, arguing equity lacked jurisdiction to restrain performance elsewhere because it could not order specific performance of Wagner’s affirmative promise to sing for Lumley.

## Issues

1. Whether a court of equity may enjoin breach of a negative covenant in a personal-services contract when it cannot specifically enforce the affirmative covenant to perform the services.
2. Whether the exclusivity (negative) covenant was part of the binding agreement, including whether it was included with adequate authority.
3. Whether Lumley satisfied conditions entitling him to equitable relief.

## Decision

- The appellate court dismissed the appeal and continued the injunction.
- Equity could restrain Wagner from performing at other venues during the contractual period, even though it could not compel her to sing for Lumley.
- The court treated the affirmative and negative promises as a single bargain but enforceable in equity as to the negative stipulation.
- The court upheld the finding that the negative covenant was binding and that Lumley was entitled to injunctive relief.

## Legal Principles

- Courts of equity generally will not decree specific performance of personal-services obligations.
- A negative covenant ancillary to a personal-services contract (e.g., not to perform elsewhere) may be enforced by injunction notwithstanding the non-enforceability of the affirmative performance obligation.
- Enforcing a negative covenant by injunction is not invalid merely because it may exert practical pressure to perform the affirmative promise; the injunction is justified as enforcement of the promise to abstain from specified acts.
- Injunctive relief may be appropriate where damages are uncertain or inadequate to protect the promisee from competitive performance at a rival venue.

## Conclusion

The court held that equitable jurisdiction permits an injunction to enforce an exclusivity clause in a personal-services contract, restraining the performer from working for competitors during the agreed term even though the court cannot compel the performer to render the contracted services.


Lumley v. Wagner, 42 Eng. Rep. 687 (Ch. 1852)