Knowlton Platform & Car Coupling Co. v. Cook

70 Me. 143, 1879 Me. LEXIS 133

• Court: Supreme Judicial Court of Maine
• Decided: July 18, 1879
• Status: Published

Opinion

Libbey, J.

Prior to January 3, 1873, Charles II. Knowlton had procured letters patent from the United States for improvement in ear couplings, and had in view certain other improvements in ear couplings ; and had invented certain improvements in car platforms and car bars, and had in contemplation certain other improvements relating to said subjects; and on that day he entered into an indenture with the defendant, J. D. Spear and J. E. Robinson, by which the defendant, Spear and Robinson, on their part, agreed to pay, in equal shares of one-third each, all the expenses incurred in securing said letters patent, or that might thereafter be incurred in obtaining from the patent office letters patent on said inventions, or contemplated inventions, including models, drawings, fees and all reason able expenses; also all expenses of making patterns, sample specimens, and introducing said inventions, or any of them, into actual use and trial; but whenever any of said patents or contemplated patents, or any part of them, should be sold to any person or persons other than said defendant, Spear and Robinson, for actual use, then from that time the expenses of sale and of further introduction should be paid by all of said parties in proportion to the share owned by each.

And said Knowlton on his part agreed to devote his time and inventive powers to improving and perfecting each and all of said patents and contemplated patents, and as soon as any other patent should be obtained from the United States on said subjects he agreed to assign to said defendant, Spear and Robinson one undivided sixth part thereof to each.

Prior to October 14, 1874, said Knowlton had sold and assigned a portion of his half of said patents to Alonzo Snow, J. 0. Knowlton, H. C. Havener, J. P. Cilley and John Carr, and on that day all the parties interested in said patents and inventions, by an agreement in writing of that date, associated themselves together for the purpose of organizing themselves as a corporation, by virtue of R. S., c. 48, §§ 18-20, “for the purpose of manufacturing and selling platforms, car couplings and connecting gear of cars, and letters patent; and to sell rights and licenses to make and use the couplings and inventions of Charles H. Knowlton.” And on December 1, 1874, their incorporation for said purposes, under the name of the “ Knowlton Platform and Car Coupling Company,” with a capital stock of $50,000, all paid in, was perfected, all of said parties becoming stockholders therein.

On December 19, 1874, said Knowlton, in consideration of $7,500, sold and assigned to said company all his title and interest in his two letters patent for improvements in car couplings, one issued November 26, 1872, the other issued April 1, 1873. In the assignment said Knowlton agreed that whatever improvements might thereafter be made by him in ear couplings and connecting gear, whether patented or not, should be assigned to and become the property of said company, and that the full benefit of the agreement made by and between himself and the defendant, Spear and Robinson, dated January 3, 1873, should accrue to and become the property of the company.

On February 8, 1875, the defendant, Spear and Robinson, in consideration of $25,000, sold and assigned to said company all their title and interest in said patents, with an agreement similar in terms to that in said Knowlton’s assignment, transferring to the company all benefit of the said indenture of January 3, 1873.

The plaintiffs claim to recover of the defendant one-third of certain expenses specified in said agreement of January 3, 1873, incurred by said Knowlton prior to his assignment to them, and also one-third of such expenses incurred by them since said assignments.

Their claim to recover for the expenses incurred by Knowlton is based on the ground that the agreement in his assignment of his patents is an assignment to the plaintiffs of his right of action for said expenses against the defendant under said agreement of January 3, 1873. ,

We think that agreement, construed in the light of the subject matter to which it relates and the surrounding circumstances, is not an assignment by Knowlton to the plaintiffs of an existing right of action for expenses previously incurred ; but that it was the intention of the parties that the plaintiffs should take all benefit of the agreement of January 3, 1873, in the future only. •If it was the intention of the parties to assign all existing rights of action for expenses previously incurred, wo should expect them to use apter terms than those used to express that purpose, and to make some stipulation requiring the plaintiffs to do what Knowlton was required to do on his part by that agreement.

The plaintiffs’ claim to recover one-third of the expenses incurred by them since the said assignments is based on the ground that the defendant’s liability still continued, under said agreement of January 3, 1873, after said assignments. We think by a fair construction of the contracts tbis ground is untenable.

By that agreement Knowlton and the defendant, Spear and Kobinson entered into mutual stipulations by which each party was to do certain things in regard to the patent then issued, and to any patent or patents that might be thereafter issued, to said Knowlton. By the new arrangement all the parties interested in said patents and inventions were to be, and were, incorporated for the purpose of owning and managing those patents and the business growing out of them, and both parties to the agreement of January 3, 1873, were to convey and assign, and did assign, to the plaintiffs all their interests in said patents, including all benefit to either party under said agreement.

• By the assignment to tbe plaintiffs of that indenture by both parties thereto it became extinguished, and ceased to be an existing contract. There were no longer two parties to it. It had become merged in one. If there can be any doubt as to the legal effect of the contracts entered into between the parties, the construction which we have given them is supported by the consideration that by the indenture of January 3, 1873, Knowlton was to devote his time and inventive powers to improving and perfecting his patent and contemplated patents, and when a new patent was procured, the defendant was entitled to an assignment of one-sixth of it; but by said Knowlton’s agreement with the plaintiffs, he was to assign to them all such new patents and inventions, and did procure and assign several to them. If the defendant’s liability still continued under that indenture, he would be entitled to one-sixth of the new patents procured and assigned to the plaintiffs, but by his assignment to them of his interest in the indenture he ceased to have any right to a share of such patents. Moreover the plaintiffs, by their acts after said assignments, seem to have put upon them the same construction which we have given them, for by their votes from time to time, they assessed the expenses which they incurred upon their stockholders.

The parol evidence offered is not admissible, as it would contradict the written contracts between the parties, and control their legal effect.

Plaintiffs nonsuit.

Appleton, C. J., Walton, Barrows and Daneorth, JJ., concurred.