directly, in behalf of himself or in behalf of others, engage in the practice of dentistry except as an employee of said party of the first part.

"Said party of the second part further agrees that after he ceases to be connected with said party of the first part under this contract, whether said relation is terminated by expiration of contract or otherwise, he will never, in the city of Springfield or within twenty-five miles thereof, be engaged, directly or indirectly, in behalf of himself or in behalf of others, in the practice of dentistry, or be in any wise connected with any dental concern, without written consent of said party of the first part.

"Neither while this contract is being performed or after it has been faithfully performed by the party of the second part, shall the party of the first part, in the city of Springfield, Illinois, or within twenty-five miles thereof, engage, either directly or indirectly, in behalf of himself or others, in the practice of dentistry, or be in any way connected with any dental concern, without the written consent of the party of the second part.

"It is further agreed between the parties that if at any time said party of the second part shall so conduct said business that the receipts of said business during any given month shall be insufficient to pay the expenses of said month and to pay said party of the first part the allowance mentioned in this contract in the manner above provided, said party of the first part shall have the privilege of terminating said contract by giving said party of the second part twenty days' notice of his intention to terminate the same.

"It is further agreed between the parties hereto that if said party of the second part shall well and truly perform all of the agreements of this contract by him to be performed, that said party of the first part, at the end of fiftyfour months, will, as a reward for faithful services, convey to the said party of the second part, by proper instrument, the entire business of said Eastern Dentists being conducted

at 504 East Main street, in the city of Springfield, Illinois, or at any other office in said city to which said business may be removed, and that by such instrument said party of the first part will convey to said party of the second part the good will of said business in Springfield, Illinois, the right to use the said name of Eastern Dentists in Springfield, and also a clear title to the personal property, furniture, tools, etc., being at said time in said business in the city of Springfield, Illinois, and the conveyance of said property rights shall be free and clear of any and all mortgages and liens whatsoever. It is further understood between the parties that said party of the second part shall have no right whatever to the conveyance of said business or said property unless he shall fully and faithfully perform the agreements of this contract. But it is understood between the parties that said party of the second part shall have no right, during his life, to assign this contract, or any of the rights thereunder, to any other party without the written consent of said party of the first part."

* * *

The master found, among other things, that at the time the injunction was served and appellant took possession of the offices there were left therein material and fixtures of the value of $1400 which had been purchased by appellee out of the profits of the business; that appellee had paid all the expenses of said office and had paid appellant $1210 in installments under the contract but had failed to pay four installments of $50 each, and was therefore indebted at that time to appellant in the sum of $200; that the business had been so conducted that the receipts thereof were sufficient each month to pay expenses and pay appellant the installments due under the contract but that the increased expenses of appellee had prevented him from paying the four installments; that the failure to pay said four installments was the only breach of the contract on the part of appellee up to the time of the service by appellant

of notice that the contract was forfeited; that no evidence was introduced on the question of the insolvency.

The bill seems to have been filed on the theory that this contract was one of employment. Previous to the filing of the bill appellant had served written notice upon appellee that his services had not been satisfactory, and that on account of several breaches of said contract and the failure during said four months to so conduct said business as to pay expenses and the installments due, appellant had determined to terminate the relationship existing between them and end said contract.

One of the principal points of discussion in the briefs of counsel is whether the contract is one of employment or a conditional sale. It partakes somewhat of the features of both. We are of the opinion, however, that the primary feature of the contract is that of a conditional sale. In view of the conclusion that we have reached that the bill is filed to enforce the forfeiture of the contract, it is not essential to decide whether or not this is a contract of employment or a conditional sale. Courts of equity, as well as courts of law, recognize the rights of the parties to a contract to stipulate for penalties and forfeitures, but it is a rule of universal application that courts of equity will never affirmatively enforce either a penalty or a forfeiture. (2 Story's Eq. Jur.—13th ed.—sec. 1319; 16 Cyc. 80.) It is a well settled and familiar doctrine that a court of equity will not interfere on behalf of the party entitled thereto and enforce a forfeiture, but will leave him to his legal remedies, if any, even though the case might be one in which no equitable relief would be given to the defaulting party against the forfeiture. The few apparent exceptions to this doctrine are not real exceptions. In fact, there are no exceptions. Those which appear to be so all depend upon other rules and principles. (1 Pomeroy's Eq. Jur.3d ed.-secs. 459, 460.) Equity does not favor forfeitures and will never lend its aid actively to enforce them, but

will leave the parties to their remedy at law. (2 Beach on Modern Eq. Jur. sec. 1013; Bispham's Principles of Equity, 7th ed.-sec. 181; Worthington v. Moon, 53 N. J. Eq. 46.) Though a court of equity will not generally relieve against a forfeiture, it will "never lend its assistance in the enforcement of one." (O. C. R. R. Co. v. A. & G. W. R. R. Co. 57 Pa. St. 65.) In Harlev v. Sanitary District, 226 Ill. 213, this court stated (p. 225): “Equity wil! not interpose to enforce or carry into effect a forfeiture." The same rule, in effect, was laid down by this court in Douglas v. Union Mutual Life Ins. Co. 127 Ill. 101, Toledo, St. Louis and New Orleans Railroad Co. v. St. Louis and Ohio River Railroad Co. 208 id. 623, and Moore v. Martin, 233 id. 512.

Counsel for appellant contend, however, that the question of jurisdiction of a court of equity to hear this matter was not raised by answer or demurrer and therefore was waived. The rule is, that if the subject matter of the bill of complaint is wholly foreign to the jurisdiction of a court of chancery it will be denied even though the defendant has submitted himself to the jurisdiction of the court, but if the subject matter belongs to that class of which a court of equity will take jurisdiction, an objection that there is an adequate remedy at law should be taken at the earliest opportunity. (Law v. Ware, 238 Ill. 360, and cases cited.) "If the decree of the circuit court, in its nature, enforces a penalty or forfeiture it cannot be sustained." (Bucklen v. Hasterlik, 155 Ill. 423.) This case is one in which a court of equity cannot take jurisdiction, for "equity never, under any circumstances, lends its aid to enforce a forfeiture or penalty or anything in the nature of either." Marshall v. Vicksburg, 82 U. S. 146.

Counsel for appellant further contend that a court of equity had jurisdiction to enjoin appellee, on the termination of the contract by forfeiture or otherwise, from en

gaging in the practice of dentistry, either directly or indirectly, in the city of Springfield or within twenty-five miles thereof. It has always been the policy of the law to promote the freedom of engaging in and carrying on all kinds of trades and professions which are beneficial to the public. (2 Pomeroy's Eq. Jur.—3d ed.—sec. 934.) Formerly, by the common law all contracts in restraint of trade were void. (24 Am & Eng. Ency. of Law,—2d ed.—842.) The law on this subject has undergone changes and the authorities at the present time are not in harmony. (2 High on Injunctions,-4th ed.-sec. 1167; Allen Manf. Co. v. Murphy, 20 Ann. Cas. [Ont. L.] 657, and note.) It is sometimes said that equity is loath to enforce a contract in restraint of trade, even though it be good law, if the terms are harsh or complex. (Bispham's Principles of Equity,— 7th ed. sec. 227.) The authorities now generally agree that contracts in partial restraint of trade are valid if reasonable as to time, place, terms, etc., and manifest an intention to protect the party relying upon the covenant in the reasonable restraint of unjust discriminations against him. (Southern Fire Brick Co. v. Sand Co. 223 Ill. 616.) The reasonableness of such contracts, as between the parties, is the test in those cases only where the public interests, also, are not involved. Even though a contract be fair and reasonable between the parties, yet if it is so injurious to the public interests that public policy requires that it should not be enforced it will be held void. Fowle v. Park, 131 U. S. 88; 9 Cyc. 533.

Two paragraphs of this contract relate directly to the restriction upon appellee to practice dentistry in Springfield or within twenty-five miles thereof. The closing part of the last paragraph quoted refers indirectly to it in forbidding appellee to assign the contract. Every contract of this kind must be judged according to its special circumstances, and whether it is reasonable or contrary to pub