Ellis v. Candia Trailers and Snow Equipment, Inc

In Ellis v. Candia Trailers and Snow Equipment, Inc., 164 N.H. 457, 58 A.3d 1164 (2012), the defendants owned and operated a company named Precision Truck, which they sold to the plaintiff in 2006. Id. at 460. As part of the agreement, the defendants agreed not to compete with the plaintiff for a period of seven years. Id. at 461. However, a few weeks after signing the non-compete agreement, the defendants began operating a competing business, and the plaintiff sued for breach of contract and violation of the CPA. Id. In holding that a CPA claim could not be maintained, the New Hampshire Supreme Court stated that the plaintiff "concedes that the sale of Precision Truck was 'an isolated, one time transaction for both parties.' The CPA, therefore, does not apply because the involvement in a single transaction is insufficient to constitute an engagement in trade or commerce." Id. at 465-66. The plaintiff also argued that, because the non-compete agreement included provisions seeking performance from both parties over a period of time, he and the defendants were involved in an "ongoing business relationship" and thus the CPA should apply. Id. at 466. The Court rejected this argument, stating: "We are not persuaded. As was the case with the lease-purchase agreement between the parties that was the subject of the CPA claim in Hughes, the mere fact that the business sale here at issue contemplated performance by the parties over a period of time is not sufficient to bring it within the ambit of the CPA where the overall transaction remained a single, isolated event rather than on-going course of trade or commerce." Id. The New Hampshire Supreme Court then affirmed the trial court's dismissal of the claim. Id. at 465.