Pre Liminary Report

Titlted Property with Private rights to Property

Property Assessor Parcel No:

United States Postal Service Palimony.

United States Postal Service Parliament.

United States Postal Services of Parliament.

United States Postal Parliament Service.

To the order of, Agent is Surplusage

United States.

Treasurer

Routing

Secretary

Account

Secretary Of Account

Committee Of Counsel and Memberships

Treasurer Of

United States

Vs

Capital One.

Incumbent of there office,

or Successors may act as if he or they were the holder.

United states Postal Services

Treasurer of United States, Defendant.

United States Congress DEFENDANTS.

Secretary of Account.

Headquarters: Washington, D.C.

debt and accounts payable.

Discharge of Payment.

Amount in question, Cost of One Forever Stamp.

Defendant, U.S Postal Services Sales of Postage,

Surplusage’s

Capital One

Capital One
Attn: Payment Processing
PO Box 71087
Charlotte, NC 28272-1087

Surplusage

debt and accounts payable.

President Biden Retired, that was proof that one the United States Parliament is standing and reporting that it was paid.

Capital One, Including

Jamie Diamon, and others

Have sued for 3,283.43

President Joe Biden incumbent of Office Official duties he had to retire.

arguing that he had either failed to pay the said amounts, or failed the trust position and as is it trust thisofaccount financial or Insurance and even know

Events

Case and andthese others stems from, Parliament and thatof all Governments [ all ] including accounting all Green Governments and thatof

was unable to pay due to bankruptcy and of the Federal Dollar, that the Parliament was paid and did receive the payment and since 2003 has not be able to take back over the original Parliament and monarchy of United States, United States Of America, and United States America and that with its original body.

however that the President Joe Biden

Claiming that U.S Dollar value was less then a forever stamp,

2005,

2006,

Attempting to enforce

Biden & Harris, and the King Donald Paul Needham and rightful owner of the payee holder to the liabilities of debt

2004 instead of accepting the Payment of and in United States Currency andor other that of United States Congress, and

as to pay the claims of the United States, United States Postal Services,

Three can enforce the payment of one, however

(f) A secondary obligor is not discharged under this section if the secondary obligor …

a promisor is in restraint of trade if its performance would limit competition in any business or restrict the promisor in the exercise of a gainful occupation

187

a promise to refrain from competition that imposes a restraint that is not ancillary to an otherwise valid transaction or relationship is unreasonably in restraint of trade

188 pid 76

CHAPTER 5. THE STATUTE OF FRAUDS TOPIC 2. THE SURETYSHIP PROVISION

$112. Requirement of Suretyship
answer for the duty of another unless the promisee is an obligee of the A contract is not within the Statute of Frauds as a contract to

Having bonding and of the venues does it enforce thatof the use to Parliament also and gives the earth the Bonding Code and so it has 27 sovereigns and assembly.

married.
$91. Effect of Promistional
82-90 When Condi
performable at a future time the promisor is bound thereby, but per- If a promise within the terms of §§ 82-90 is in terms conditional or formance becomes due only upon the occurrence of the condition or upon the arrival of the specified time.

$92. To Whom Promises Enumerated in

§§ 82-85 Must Be made to a person who is then an obligee of the antecedent duty. The new promise referred to in

§§ 82-85 is not binding unless it is

$93. Promises Enumerated in

§§ 82-85 Made in Ignorance of Facts
A promise within the terms of §§ 82-85 is not binding unless the promisor knew or had reason to know the essential facts of the previous transaction to which the promise relates, but his knowledge of the legal effect of the facts is immaterial.

§ 94. Stipulations
A promise or agreement with reference to a pending judicial proceeding, made by a party to the proceeding or his attorney, is binding without consideration. By statute or rule of court such an agreement is generally binding only
(a) if it is in writing and signed by the party or attorney, or
(b) if it is made or admitted in the presence of the court, or (c) to the extent that justice requires enforcement in view of material change of position in reliance on the promise or
agreement

CHAPTER 5. THE STATUTE OF FRAUDS TOPIC 2. THE SURETYSHIP PROVISION $112.

Requirement of Suretyship answer for the duty of another unless the promisee is an obligee of the A contract is not within the Statute of Frauds as a contract to

knows or has reason to know of the suretyship relation.
other’s duty, the promisor is a surety for the other, and the promisee

$113. Promises of the Same Performance for the Same Consideration
Where promises of the same performance are made by two persons for a consideration which inures to the benefit of only one of them, the answer for the duty of another, whether or not the promise is in terms promise of the other is within the Statute of Frauds as a contract to conditional on default by the one to whose benefit the consideration
inures, unless
(a) the other is not a surety for the one to whose benefit the
consideration inures; or
(b) the promises are in terms joint and do not create several duties or joint and several duties; or
(c) the promisee neither knows nor has reason to know that the consideration does not inure to the benefit of both promisors.

§ 114. Independent Duty of Promisor
A contract to perform or otherwise to satisfy all or part of a duty of a third person to the promisee is not within the Statute of Frauds as a contract to answer for the duty of another if, by the terms of the promise when it is made, performance thereof can involve no more than
(a) the application of funds or property held by the promisor for the purpose, or
(b) performance of any other duty owing, irrespective of his promise, by the promisor to the promisee, or
(c) performance of a duty which is either owing, irrespective of his promise, by the promisor to the third person, or which the promisee reasonably believes to be so owing.

§ 115. Novation ( $800,000,000.00 Balance credit for account )
previously
A contract that is itself accepted in satisfaction of a existing duty of a third person to the promisee is not within the Statute of Frauds as a contract to answer for the duty of another.

§ 116. Main Purpose; Advantage to Surety answer for the duty of another if the consideration for the promise is in I shall be satisfied is not within the Statute of Frauds as a promise to A contract that all or part of a duty of a third person to the promisee fact or apparently desired by the promisor mainly for his own economic advantage, rather than in order to benefit the third person. If, however,

knows or has reason to know of the suretyship relation.
other’s duty, the promisor is a surety for the other, and the promisee

$113. Promises of the Same Performance for the Same Consideration
Where promises of the same performance are made by two persons for a consideration which inures to the benefit of only one of them, the answer for the duty of another, whether or not the promise is in terms promise of the other is within the Statute of Frauds as a contract to conditional on default by the one to whose benefit the consideration
inures, unless
(a) the other is not a surety for the one to whose benefit the
consideration inures; or
(b) the promises are in terms joint and do not create several duties or joint and several duties; or
(c) the promisee neither knows nor has reason to know that the consideration does not inure to the benefit of both promisors.

§ 114. Independent Duty of Promisor
A contract to perform or otherwise to satisfy all or part of a duty of a third person to the promisee is not within the Statute of Frauds as a contract to answer for the duty of another if, by the terms of the promise when it is made, performance thereof can involve no more than
(a) the application of funds or property held by the promisor for the purpose, or
(b) performance of any other duty owing, irrespective of his promise, by the promisor to the promisee, or
(c) performance of a duty which is either owing, irrespective of his promise, by the promisor to the third person, or which the promisee reasonably believes to be so owing.

§ 115. Novation
previously

A contract that is itself accepted in satisfaction of a existing duty of a third person to the promisee is not within the Statute
of Frauds as a contract to answer for the duty of another.

§ 116. Main Purpose; Advantage to Surety
answer for the duty of another if the consideration for the promise is in I shall be satisfied is not within the Statute of Frauds as a promise to A contract that all or part of a duty of a third person to the promisee fact or apparently desired by the promisor mainly for his own economic advantage, rather than in order to benefit the third person. If, however,

§ 89
RESTATEMENT OF CONTRA
modification can operate as a waiver. The Comment indicates that extortion of a modification without legitimate commercial reason is ineffective as a violation of the duty of good faith im- posed by the Code. A similar limitation may be applicable under statutes which give effect to a signed writing as a substitute for the seal, or under stat- utes which give effect to acceptance by the promisee of the modified perform- ance. In some States statutes or consti- tutional provisions flatly forbid the payment of extra compensation to Government contractors.

d. Reliance. Paragraph (c) states the application of § 90 to modification of an executory contract in language adapted from Uniform Commercial Code § 2-209. Even though the prom- ise is not binding when made, it may become binding in whole or in part by reason of action or forbearance by the promisee or third persons in reliance on it. In some cases the result can be viewed as based either on estoppel to contradict a representation of fact or on reliance on a promise. Ordinarily reliance by the promisee is reasonably foreseeable and makes the modifica- tion binding with respect to perform- ance by the promisee under it and any return performance owed by the prom- isor. But as under § 84 the original terms can be reinstated for the future by reasonable notification received by the promisee unless reinstatement would be unjust in view of a change of position on his part. Compare Uniform Commercial Code § 2-209(5).
Illustrations:

6. A defaults in payment of a premium on a life insurance policy issued by B, an insurance compa-
   ny. Pursuant to the terms of the policy, B notifies A of the lapse of the policy and undertakes to con- tinue the insurance until a speci Ified future date, but by mistake specifies a date two months later to under the policy. On inquiry by A two years later, B repeats the mistake, offering A an option to take a cash payment. A fails to do so, and dies one month before the specified date. B is bound to pay
   the insurance.
7. A is the lessee of an apartment house under a 99-year lease from B at a rent of $10,000 per year. Because of war conditions many of the apartments become vacant, and in order to enable A to stay in business B agrees to reduce the rent to $5,000. The reduced rent is paid for five years. The war being over, the apartments are then ful- ly rented, and B notifies A that the full rent called for by the lease
   must be paid. A is bound to pay the full rent only from a reason- able time after the receipt of the notification.
8. A contracts with B to carry a shipment of fish under refrigeration. During the short first leg of the voyage the refrigeration equip- ment on the ship breaks down, and A offers either to continue under ventilation or to hold the cargo at the first port for later shipment. B agrees to shipment
   under
   ventilation but later changes his mind. A receives notification of the change before he has changed his position. A is bound to ship under refrigeration.
   $90. Promise Reasonably Inducing Action or Forbearance (1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if

COND
(2) A promise is in restraint of trade if its performance would limit.
gainful occupation.
§ 187. Non-Ancillary Restraints on Competition
competition in any business or restrict the promisor in the exercise of a
is not ancillary to an otherwise valid transaction or relations an
A promise to refrain from competition that imposes a restraint that
unreasonably in restraint of trade.

§ 188. Ancillary Restraints on Competition
(1) A promise to refrain from competition that imposes a restraint that is ancillary to an otherwise valid transaction or relationship is
unreasonably in restraint of trade if
(a) the restraint is greater than is needed to protect the
ee’s legitimate interest, or
promis-
promisor and the likely injury to the public.
(b) the promisee’s need is outweighed by the hardship to the
action or relationship include the following:
(2) Promises imposing restraints that are ancillary to a valid trans-
(a) a promise by the seller of a business not to compete with the buyer in such a way as to injure the value of the business sold;
(b) a promise by an employee or other agent not to compete with his employer or other principal;
(c) a promise by a partner not to compete with the partnership.
Comment:
Rule of reason. The rules stated in this Section apply to promises not to compete that, because they impose ancillary restraints, are not necessarily invalid. Subsection (1) restates in more detail the general rule of reason of § 186 as it applies to such promises. Under this formulation the restraint may be unreasonable in either of two situations. The first occurs when the restraint is greater than necessary to protect the legitimate interests of the promisee. The second occurs when,
court may be faced with a particularly difficult task of balancing competing interests. No mathematical formula can be offered for this process.
b. Need of the promisee. If a restraint is not ancillary to some trans- action or relationship that gives rise to an interest worthy of protection, the promise is necessarily unreasonable under the rule stated in the preceding Section. In some instances, however, a promise to refrain from competition is a natural and reasonable means of pro- even though the restraint is not greattecting a legitimate interest of the er than necessary to protect those inpromisee arising out of the transaction
terests, the promisee’s need for protec- tion is outweighed by the hardship to the promisor and the likely injury to the public. In the second situation the
to which the restraint is ancillary. In those instances the same reasons argue for its enforceability as in the case of any other promise. For example,
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Comment:
a. Rationale. This Section states what is often called the “main pur- pose” or “leading object” rule. Where
ness advantage: prior default, inability or repudiation of the principal obligor; forbearance of the creditor to enforce a lien on property in which the promisor
the surety-promisor’s main purpose is has an interest or which he intends to his own pecuniary or business advan- use; equivalence between the value of
tage, the gratuitous or sentimental ele- ment often present in suretyship is
the benefit and the amount promised; lack of participation by the principal
eliminated, the likelihood of dispropor- obligor in the making of the surety’s
tion in the values exchanged between promisor and promisee is reduced, and the commercial context commonly pro- vides evidentiary safeguards. Thus there is less need for cautionary or
promise; a larger transaction to which the suretyship is incidental. The bene- fit may be supplied to the promisor by the promisee, by the principal obligor, or by some other person; if it is sub-
test it may come indirectly through benefit to the principal obligor.
Illustrations:
evidentiary formality than in other stantial and meets the main purpose cases of suretyship. The situation is comparable to a sale or purchase of a third person’s obligation, which is also outside the purposes of the suretyship provision of the Statute of Frauds. See §§ 121, 122. Historically, the rule could be reconciled with the words of the Statute on the ground that a prom- isor who received a bargained-for bene- fit could be sued in debt or indebitatus assumpsit; hence he promised to pay his own debt rather than the debt “of another”, and the promise was not “special” in the sense that special as- sumpsit was the only appropriate rem- edy. In modern times, however, the rule is applied in terms of its reason rather than to accord with abandoned procedural categories.
b. Factors affecting application of the rule. The fact that there is consid- eration for the surety’s promise is in- sufficient to bring the rule into play. Slight and indirect possible advantage to the promisor is similarly insuffi- cient. The expected advantage must be such as to justify the conclusion that his main purpose in making the prom- ise is to advance his own interests. Facts such as the following tend to indicate such a main purpose when there is an expected pecuniary or busi-

1. D owes C $1,000. C is about to levy an attachment on D’s factory. S, who is a friend of D’s desiring to prevent his friend’s financial ruin, orally promises C that if C will forbear to take legal proceed- ings against D for three months S will pay D’s debt if D fails to do so. S has no purpose to benefit him- self and C has no reason to sup- pose so. S’s promise is not enforce- able.
2. D owes C $1,000. C is about to levy an attachment on D’s factory. S, who is also a creditor of D’s, fearing that the attachment will ruin D’s business and thereby de- stroy his own chance of collecting his claim, orally promises C that if C will forbear to take legal pro- ceedings against D for three months, S will pay D’s debt if D fails to do so. S’s promise is en- forceable.
3. D contracts with S to build a house for S. C contracts with D to furnish materials for the purpose.

§ 194
RESTATEMENT OF CONTRACTS-SECOND $194. Promise Interfering with Contract with Another A promise that tortiously interferes with performance of a contract with a third person or a tortiously induced promise to commit a breach
of contract is unenforceable on grounds of public policy.
tentionally, Recklessly or
$195. Term Exempting From Liability for Harm Caused In (1) A term exempting a party from tort liability for harm caused intentionally or recklessly is unenforceable on grounds of public policy. (2) A term exempting a party from tort liability for harm caused
negligently is unenforceable on grounds of public policy if
for injury in the course of his employment;
(a) the term exempts an employer from liability to an employee
(b) the term exempts one charged with a duty of public service from liability to one to whom that duty is owed for compensation for breach of that duty, or
against the class to which the first party belongs. (c) the other party is similarly a member of a class protected
(3) A term exempting a seller of a product from his special tort liability for physical harm to a user or consumer is unenforceable on grounds of public policy unless the term is fairly bargained for and is consistent with the policy underlying that liability.
§ 196. Term Exempting From Consequences of Misrepresentation
A term unreasonably exempting a party from the legal consequences of a misrepresentation is unenforceable on grounds of public policy.

TOPIC 5. RESTITUTION
§ 197. Restitution Generally Unavailable
Except as stated in

§§ 198 and 199, a party has no claim in restitution for performance that he has rendered under or in return for a promise that is unenforceable on grounds of public policy unless denial of restitution would cause disproportionate forfeiture.
Comment:
a. Rationale. In general, if a court
promisor by allowing a claim in restitution for performance that he has aid a promisee by enforcing the prom- promise. It will simply leave both par I will not, on grounds of public policy, rendered under the unenforceable
ise, it will not aid him by granting him restitution for performance that he has ties as it finds them, even though this may result in one of them retaining a
rendered in return for the unenforceable promise. Neither will it aid the
of the transaction.
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§ 188
RESTATEMENT OF CONTRACTS-SECOND
petitors and would
unreasonably
that would be useful to A’s com harm A’s business. B can find employment as a research chemist outside of the pharmaceutical inIdustry. enforcement is not precluded on B’s promise is not unreasonably in restraint of trade and
for five years, during which time he has close relationships with A’s customers, who come to rely upon him. B’s contacts with A’s customers are such as to attract them away from A. B’s promise is not unreasonably in restraint of trade and enforcement is not precluded on grounds of public policy.

7. A employs B as advertising manager of his retail clothing store. As part of the employment agreement, B promises not to work in the retail clothing business in the same town for three years after the termination of his employment. B works for A for five years but does not deal with customers and acquires no confidential trade information in his work. B’s promise is unreasonably in restraint of trade and is unenforceable on grounds of public pol- icy. Compare Illustration 1 to § 185.

8. A employs B as an instructor in his dance studio. As part of the employment agreement, B promises not to work as a dance instructor in the same town for three years after the termination of his employment. B works for five years and deals directly with customers but does not work with any customer for a substantial period of time and acquires no confidential information in his work. B’s promise is unreasonably in restraint of trade and is unenforceable on grounds of public policy.
9. he agreement B promises not to
   10.
   The confidential grounds of public policy. rapidly changing technology, s A employs B to work with parts of which entail valuable confidential information. As part of I work for any competitor of A for ten years after the termination of the employment.
10. 
    9. A employs B as a research chemist in his nationwide pharmaceutical business. As part of the employment agreement, B promises not to work in the pharmaceutical industry at any place in the country for three years after the termination of his employment. B works for five years and acquires valuable confidential information
    I will probably remain valuable for only a much shorter period. The time fixed is longer than is necessary for A’s protection. B’s promise is unreasonably in restraint of trade and is unenforceable on grounds of public policy. As to the possibility of refusal to enforce only part of the promise, see
    information made available to A
    
11. § 184(2). h. Promise by partner. A rule similar to that applicable to an employee or agent applies to a partner who makes a promise not to compete that is ancillary to the partnership agreement or to an agreement by which he disposes of his partnership interest. The same is true of joint adventurers, who are treated as partners in this respect.
    Illustrations:
12. A, B and C form a partner ship to practice veterinary medicine in a town for ten years. In the partnership agreement, each promises that if, on the termination of the partnership, the practice is continued by the other Iveterinary medicine in the same two members, he will not practice town during its continuance up to
    

UNENFORCEABILITY ON GROUNDS
a maximum of three years. The restraint is not more extensive than is necessary for the protection of each partner’s interest in the partnership. Their promises are not unreasonably in restraint of trade and enforcement is not precluded on grounds of public policy.

12. A, an experienced dentist and oral surgeon, takes into partner- ship B, a younger dentist and oral surgeon. In the partnership agreement, B promises that, if he with- draws from the partnership, he will not practice dentistry or oral surgery in the city for three years. Their practice is limited to oral
    surgery,
    and does not include dentistry. The activity proscribed is more extensive than is necessary for A’s protection. B’s promise is unreasonably in restraint of trade and is unenforceable on grounds of public policy. As to the possibility of refusal to enforce only part of the promise, see § 184(2). Inil
13. A works for five years as a partner in a nationwide firm of accountants. In the partnership agreement, A promises not to engage in accounting in any city where the firm has an office for three years after his withdrawal from the partnership. The firm has offices in the twenty largest cities in the United States. A’s promise imposes great hardship on
    § 193
    him because this area includes al- most all that in which he could engage in a comparable accounting practice. The promise is unreasonably in restraint of trade and is unenforceable on grounds of pub- lic policy. As to the possibility of refusal to enforce only part of the promise, see § 184(2).
14. A, a doctor who has a general practice in a remote area, takes into partnership B, a younger doc- tor. In the partnership agreement, B promises that, if he withdraws from the partnership, he will not engage in the practice of medicine within the area for three years. If B’s unavailability in the area will be likely to cause injury to the public because of the shortage of doctors there, the court may deter- mine that B’s promise is unreasonably in restraint of trade and is unenforceable on grounds of pub- lic policy.
15. A and B attend an art auction and each plans to bid on a valuable painting. They decide to acquire it as a joint venture and each promises the other to bid for its purchase jointly and, if successful, to deal with it jointly. Their promises are not unreasonably in restraint of trade and are not unenforceable on grounds of public policy. Compare Illustrations 3 and 4 to
17. § 187.
    TOPIC 4. INTERFERENCE WITH OTHER PROTECTED INTERESTS
    § 192. Promise Involving Commission of a Tort
    A promise to commit a tort or to induce the commission of a tort is unenforceable on grounds of public policy.
    § 193. Promise Inducing Violation of Fiduciary Duty
    A promise by a fiduciary to violate his fiduciary duty or a promise that tends to induce such a violation is unenforceable on grounds of
    public policy.
18. § 188 RESTATEMENT OF CONTRACTS-SECOND longer than is required in light of those interests, taking account of such factors as the permanent or transitory nature of technology and information, it is unreasonable. Since, in any of these cases, the restraint is too broad to be justified by the promisee’s need, a court may hold it to be unreasonable without the necessity of weighing the countervailing interests of the promisor and the public. What limits as to activity, geographical area, and time are appropriate in a particular case depends on all the circumstances. As to the possibility of divisibility, see $ 183.
19. compete with the corporation or with the purchaser of its business, just as promise to refrain from its business make an enforceable competition Illustrations: 1. A sells his grocery business to B and as part of the agreement promises not to engage in a business of the same kind within a hundred miles for three years. The business of both A and B extends to a radius of a hundred miles, 80 that competition anywhere within that radius would harm B’s business. The restraint is not more extensive than is necessary for B’s protection. A’s promise is not unreasonably in restraint of trade and enforcement is not precluded
20. e. Examples of ancillary restraints. The rule stated in Subsection (1) has its most significant applications with respect to the three types of promises set out in Subsection (2). In each of these situations the promisee may have need for protection sufficient to sustain a promise to refrain from com- petition as long as it is reasonable in extent. They involve promises by the seller of a business, by an employee or agent, and by a partner. The list is not an exclusive one and there may be other situations in which a valid trans- action or relationship gives the promisee a legitimate interest sufficient to sustain a promise not to compete.
21. f. Promise by seller of a business. A promise to refrain from competition made in connection with a sale of a business may be reasonable in the light of the buyer’s need to protect the value of the good will that he has acquired. In effect, the seller promises not to act so as to diminish the value of what he has sold. An analogous situation arises when the value of a corporation’s business depends largely on the good will of one or more of the officers or shareholders. In that situation, officers or shareholders, either on the sale of their shares or on the sale of the corporation’s business, may make an enforceable promise not to on grounds of public policy. 2.
22. The facts being otherwise as stated in Illustration 1, neither A’s nor B’s business extends to a radius of a hundred miles. The area fixed is more extensive than is necessary for B’s protection. A’s promise is unreasonably in restraint of trade and is unenforceable on grounds of public policy. As to the possibility of refusal to enforce limited to part of the promise, see § 184(2). A sells his grocery business to B and as part of the agreement promises not to engage in business of any kind within the city for three years. The activity proscribed is more extensive than is necessary for B’s protection. A’s promise is unreasonably is restraint of trade and is unenforceable on grounds of public policy. As to the possibility of refusal to en force only part of promise, see § 184(2).

4. A sells his grocery business to B and as part of the agreement have generally been more willing to competitors who are combining their efforts in a partnership may promise uphold promises to refrain from com- as part of the transaction not to competition made in connection with sales
5. C. Harm to the promisor and injury to the public. Even if the restraint is no greater than is needed to protect the promisee’s interest, the promisee’s need may be outweighed by the harm to the promisor and the likely injury to the public. In the case of a sale of a business, the harm caused to the seller may be excessive if the restraint necessitates his complete withdrawal from business; the likely injury to the public may be too great if it has the effect of removing a former competitor from competition. See Comment f. In the case of a post-employment restraint, the harm caused to the employee may be excessive if the restraint inhibits his personal freedom by preventing him from earning his livelihood if he quits; the likely injury to the public may be too great if it is seriously harmed by the impairment of his economic mobility or by the unavailability of the skills developed in his employment. See Comment g. Not every restraint causes injury to the public, however, and even a post-employment restraint may in- crease efficiency by encouraging the employer to entrust confidential information to the employee.

pete with the partnership. Assuming of good will than those made in con- that the combination is not monopolisnection with contracts of employment. tic, such promises, reasonable in scope, will be upheld in view of the interest of each party as promisee. See Subsection (2)(c) and Comment h. (It is assumed in the Illustrations to this Section that the arrangements are not objectionable on grounds other than those that come within its scope.) The extent to which the restraint is needed to protect the promisee’s interests will vary with the nature of the transaction. Where a sale of good will is involved, for example, the buyer’s interest in what he has acquired cannot be effectively realized unless the seller engages not to act so as unreasonably to diminish the value of what he has sold. The same is true of any other property interest of which exclusive use is part of the value. See Subsection (2)(a) and Comment f. In the case of a post-employment restraint, however, the promisee’s inter- est is less clear. Such a restraint, in contrast to one accompanying a sale of good will, is not necessary in order for the employer to get the full value of what he has acquired. Instead, it must usually be justified on the ground that the employer has a legitimate interest in restraining the employee from appropriating valuable trade information and customer relationships to which he has had access in the course of his employment. Arguably the employer does not get the full value of the employment contract if he cannot confidently give the employee access to confidential information needed for most efficient performance of his job. But it is often difficult to distinguish between such information and normal skills of the trade, and preventing use of one may well prevent or inhibit use of the other. See Subsection (2)(b) and Comment g. Because of this difference in the interest of the promisee, courts
77
d. Extent of the restraint. The ex- tent of the restraint is a critical factor in determining its reasonableness. The extent may be limited in three ways: by type of activity, by geographical area, and by time. If the promise pro- scribes types of activity more extensive than necessary to protect those engaged in by the promisee, it goes beyond what is necessary to protect his legitimate interests and is unreasonable. If it covers a geographical area more extensive than necessary to protect his interests, it is also unreasonable. And if the restraint is to last

§ 3-203. TRANSFER OF INSTRUMENT; RIGHTS ACQUIRED BY TRANSFER.

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(a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.

(b) Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.

(c) Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made.

(d) If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this Article and has only the rights of a partial assignee.

emanuel v. white 1857 34 Miss, 56, 69, Am. Dec. 385; Limerick Nat. Bank v. Howard 1901 71 n.h 13, 51 A. 641; Badger machinery Co. v. Columbia Co. Elec., etc. co. 1917 166 wis. 18, 163 N.w. 188. these cases applied the law of the place of payment, rather than the place of transfer.

have generally been more willing to competitors who are combining their efforts in a partnership may promise uphold promises to refrain from com- as part of the transaction not to competition made in connection with sales

C. Harm to the promisor and injury to the public.

Even if the restraint is no greater than is needed to protect the promisee’s interest, the promisee’s need may be outweighed by the harm to the promisor and the likely injury to the public. In the case of a sale of a business, the harm caused to the seller may be excessive if the restraint necessitates his complete withdrawal from business; the likely injury to the public may be too great if it has the effect of removing a former competitor from competition. See Comment f. In the case of a post-employment restraint, the harm caused to the employee may be excessive if the restraint inhibits his personal freedom by preventing him from earning his livelihood if he quits; the likely injury to the public may be too great if it is seriously harmed by the impairment of his economic mobility or by the unavailability of the skills developed in his employment.

See Comment g. Not every restraint causes injury to the public, however, and even a post-employment restraint may in- crease efficiency by encouraging the employer to entrust confidential information to the employee.

Assuming of good will than those made in connection with contracts of employment. tic, such promises, reasonable in scope, will be upheld in view of the interest of each party as promisee. See Subsection (2)(c) and Comment h. (It is assumed in the Illustrations to this Section that the arrangements are not objectionable on grounds other than those that come within its scope.) The extent to which the restraint is needed to protect the promisee’s interests will vary with the nature of the transaction. Where a sale of good will is involved, for example, the buyer’s interest in what he has acquired cannot be effectively realized unless the seller engages not to act so as unreasonably to diminish the value of what he has sold. The same is true of any other property interest of which exclusive use is part of the value.

See Subsection (2)(a) and Comment f. In the case of a post-employment restraint, however, the promisee’s inter- est is less clear. Such a restraint, in contrast to one accompanying a sale of good will, is not necessary in order for the employer to get the full value of what he has acquired. Instead, it must usually be justified on the ground that the employer has a legitimate interest in restraining the employee from appropriating valuable trade information and customer relationships to which he has had access in the course of his employment. Arguably the employer does not get the full value of the employment contract if he cannot confidently give the employee access to confidential information needed for most efficient performance of his job. But it is often difficult to distinguish between such information and normal skills of the trade, and preventing use of one may well prevent or inhibit use of the other. See Subsection (2)(b) and Comment g. Because of this difference in the interest of the promisee, courts
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d. Extent of the restraint. The ex- tent of the restraint is a critical factor in determining its reasonableness. The extent may be limited in three ways: by type of activity, by geographical area, and by time. If the promise pro- scribes types of activity more extensive than necessary to protect those engaged in by the promisee, it goes beyond what is necessary to protect his legitimate interests and is unreasonable. If it covers a geographical area more extensive than necessary to protect his interests, it is also unreasonable. And if the restraint is to last