Jarecki v. Hays

Opinion by Mr. Justice Green, After a most patient and attentive consideration of the various contracts between the parties, and all the testimon} in the cause, we are constrained to say that we fully concur with the learned master in his findings of fact, and also in his conclusions of law. His entire report is a compact, forcible and [623] convincing presentation and treatment of the various matters of contention, and any opinion we might write would be a mere repetition of his findings and his reasoning. Upon the question of the individual operation of both of the contracts of 1878 and 1885 we think there can be no doubt. The parties are named as individuals, they sign as individuals, the heirs and assigns of each of the individual members of the firm are designated as successors to the rights of each of them, the interests of each member of the firm are precisely and individually stated, and while the firm name is occasionally used in its collective sense, the immediate context clearly shows that it was only as a convenient mode of expression. Thus when it is said, “ That the firm of Jarecki, Hays & Co., their executors, administrators and assigns, shall pay unto the said Frederick Jarecki,” etc., it is inevitable that the representatives of each individual were intended to be obligated, because a firm, as such, cannot have any such representatives. The continuance by the present defendants in the manufacture and sale of the patented articles is a sufficient reason for their liability to account, whether the patent was invalid or not, and whether the plaintiff had granted the same privilege to another company or not. The reasoning of the master on this subject and the authorities he cites are conclusive. We are clearly of opinion that the decree of the learned court below should be affirmed upon the findings and conclusions so well and lucidly expressed in the report of the master, and we so hold. Decree affirmed and appeal dismissed at the cost of the appellants.