May v. Chaffee

NELSON, District Judge. The whole controversy turns upon the construction and ex [1217] tent of the grant to Fuller & Ford, executed by Jones, as attorney of Sisson & Sage. Before considering this instrument with reference to its language, and the rights conferred by it, we will notice an objection made by the complainants’ counsel to the power of attorney to F. E. Jones, to wit: that A. A. Jones, who, it is alleged, was an assignee of a portion of the patent and invention, did not execute the grant to Fuller & Ford. It is claimed that A. A. Jones having signed the instrument, in connection with Sisson & Sage, creating F. E. Jones attorney of all the parties, for certain purposes therein expressed, F. E. Jones could not execute an instrument conferring ' any rights under that power with reference to the patent. without signing the name of A. A. Jones to it. In other words, Fuller & Ford’s license can not properly be received in evidence. because it is not executed pursuant to the power of attorney to If. E. Jones, in that it is only the act of Sisson & Sage, not of the three persons executing the power. T'pon what principle this objection is urged does not appear, except as stated in the objection. T-he power of attorney recites the separate interest in the patent of the parties who executed it. and conferred upon F. E. Jones the authority to act for each of them, jointly or severally. In my opinion. then, a sufficient answer to this objection is. that A. A. Jones is, at the most, a grantee of an exclusive sectional interest, and one or two joint owners can legally grant, assign. license, or sell their own share or right in the patent. Pitts v. Hall [Case No. 11,-193]. The power of attorney signed by Jones, Sisson & Sage gave F. E. Jones full power and authority to control any disposition of territorial rights under the patent. and to use the invention as to him might seem expedient. He had the authority from all the parties in interest, and inasmuch as A. A. Jones had no interest in the patent outside of the state of Michigan, he could grant nothing to Fuller & Ford, and it was not necessary for him to execute the assignment to them. This grant to Fuller & Ford is in the following words: “* * * Now, this indenture witnesseth that for a valuable consideration, viz., five hundred (500) dollars, to us in hand paid, the receipt of which is hereby acknowledged, we, William Sisson and Cliu-ton H. Sage, aforesaid, have assigned, sold, and set over, and by these presents do assign. sell, and set over unto the said Willard II. Fuller and David II. Ford, the sole and exclusive right to manufacture and sell machines of the said invention as secured to us by the said letters patent and assignment, in the city of Chicago, county of Cook, state of Illinois, and in no other place, or places, the same to be held and enjoyed by Hie said Willard M. Fuller and David M. Ford, for their own use and behoof, and their legal representatives, to the full end of the term for which such letters patent have been granted, as fully and entirely as the same would have been held and enjoyed by us had this assignment and sale not been made.” Now the patentee, before the execution of this grant, would, without doubt, by the unrestricted sale of a single machine in Chicago, confer by implication upon the purchaser the right to use it until worn out, wherever he pleased. Chaffee v. Belting Co., 22 How. [63 U. S.] 217. The sale would have transferred the machine outside of the limits of the monopoly. The right to any exclusive privilege under the patent to the machine thus sold would have been gone, and the purchaser, by the tradition of the vendor, would obtain the absolute ownership of it, and it would become his private property. The complainants insist that this may be true, so far as the patentee is concerned, but no such power is given Fuller & Ford by the assignment, and no legal authority to use the monopoly could be conferred upon a purchaser from them, at least to use outside the city of Chicago. The language of the grant to them, it seems to us, clearly gives such authority. The contract entered into by Jones, the attorney, and Fuller & Ford, operated as an assignment of an ex-elusive right, secured by the letters patent, to manufacture and sell, limiting them, so far as the monopoly was concerned, to the city of Chicago. The assignment was absolute. so far as the specified locality, of the exclusive right to manufacture and sell. No restriction of those rights was intended. On the contrary, Fuller & Ford and their representatives were to hold and enjoy them, “as fully and entirely as the same would have been held and enjoyed by Sisson & Sage had this assignment not been made.” It seems to us that language could not have been used which would more certainly have given the authority. Although the subject matter of this contract between Sisson & Sage and Fuller & Ford was a patent, the rule of construction of contracts generally is not thereby altered. An owner of a patent can make an assignment in regard to it the same as he may make in regard to any other species of personal property. Says the court, in Morse v. O’Reilly [Case No. 9,858]: “While the exclusive rights of a patentee are specially guarded from intrusion, the contracts which he makes to share them with third parties are interpreted and enforced in the same manner as other legal engagements.” Applying the usual rules of interpretation to this contract, there can be no doubt about the rights of Fuller & Ford under the patent. They not only had the right to establish a manufactory of machines in Chicago, but they had the exclusive right to sell machines to any and every one who might choose to purchase the same, the [1218] vendee taking all of tlie rights appertaining to their title as vendors. [For another case involving this patent, see Sisson v. Gilbert, Case No. 12,912.] If there were any doubts about this view or construction of the instrument, the condition in which we find it dispels them. The original grant to Fuller & Ford is full of interlineations and erasures, and in order to arrive at the true intent of the parties to this grant, these acts of the parties are to be considered. “Words struck out of an instrument, may be looked at to ascertain the intention of the parties to it.” 3 Metc. [Mass.] 93; 3 Walton, 689. Parol testimony to show all of the circumstances is also admissible when the language may be susceptible of more than one meaning, such as their knowledge of the subject matter of the contract, and all other facts that would throw light upon the intention of the parties. Phelps v. Claseu [Case No. 11,074]. In the testimony of Jones and Ford we find that the right to use the machine in Chicago was of no particular value. Jones had to abandon the only machines that were in use then, because they did not pay. Fuller & Ford had already manufactured machines for Jones; and persons outside, from other states, were applying to them for machines. In the light of these circumstances, it could not have been the intention of the parties to confer only the exclusive right to manufacture machines, and to sell them for use in Chicago, which all parties agree was of no value. Now, there being no restriction in the grant upon the rights thereby conferred, it must be construed in its terms favorable to the grantee and against the grantor. The grant carried with it by implication everything necessary and incident to its due enjoyment, and the defendants, when they purchased the machine from Fuller & Ford had the right to use it without reference to locality, except so far as F. E. Jones was restricted in authority under the power of attorney to him. In arriving at this conclusion, we have sustained the complainants’ counsel in all of their objections, except to the admissibility of the record evidence, and overruled the defendants’ counsel in his objections to testimony. A decree will be entered dismissing the bill.