268 Pa. 565 | Pa. | 1920
Opinion by
The New Bethlehem Window Glass Company was engaged until recently in the manufacture of window glass. The machinery used for this purpose was an infringement of certain patent rights owned by the American Window Glass Company and the Window Glass Machine Company, appellants. A bill was filed by the two last named companies in the United States District Court and a decree was entered July 14, 1919, restraining the Bethlehem company from making, selling or using the apparatus and methods embodying or containing the inventions described in that bill. Charles E. Andrews, Jr., the appellee, on August 30, 1919, by agreement purchased the real estate and equipment of the Bethlehem Company for $17,500. August 23, 1919, appellants presented a motion to the district court for a preliminary injunction against the Bethlehem company, praying that it be enjoined from dissipating or impairing its assets by winding up its affairs and disposing of its assets. This motion denied, it was renewed October 16th, by supplemental bill. The reason then given was that the company was selling its real estate and plant, and thus dissipating and impairing its assets. This motion was also refused. Appellee, Andrews, then filed the present bill in the Common Pleas of Clarion County, December 13, 1919, asking for specific performance of the contract of sale of August 30,1919. Appellants (the American Co. and the Machine Co.), learning of this application, pre
Our attention should first be directed to the right of these two defendants to intervene. There should be some property right or interest prejudicially affected before one may intermeddle in the lawsuit of others. The Bethlehem company was solvent. There was no debt due defendants or others, no obligation against it, no lien of any character. True, they had a decree restraining infringement of patents and were entitled to an accounting, but no such decree can be found in the record, though it seems the time has been sufficient to have one entered. This company was as much the master of its property as if it were a private individual. The bill for injunction aimed at the infringing device in use by the New Bethlehem company. All other property was absolutely free. It was not under the court’s order and the company had the right to-operate its plant as it saw fit, and, while the right to an accounting might exist, yet as said by Judge Thompson, in dismissing one of the applications for an injunction, and speaking of an accounting, “It would be idle to speculate as to the result on final hearing, or the probabilities as to plaintiffs’ claim when
When the restraining order against infringement was issued, the Bethlehem company was without adequate machinery to conduct its business. The supply of gas necessary to run the plant had been shut off and it had been determined to no longer continue its operation. This it had a perfect right to do, as it was a solvent corporation ; and, moreover, it was the natural result of the intervening defendants’ acts. No company could operate as a going concern except the intervening defendants. Either the plant was to be junked or else sold for the best price obtainable. Appellants offered $25,000 for a plant with the infringing machinery in place, which its own experts admit was worth $120,000 as a going concern, as it would then be. Appellees agreed to pay $17,-500 for the property without the infringing devices, to be run along other lines.
As we view the case, not only do appellants have no standing to intervene as defendants, but their offer made in open court was hardly fair. With the corporate assets as here shown, Judge Thompson wisely observes:
Tbe court below found tbe price offered by appellee was fair, there was no fraud or collusion, and all parties acting in good faith. Both Judge Thompson and Judge Sloan, after independent reviews on tbe same evidence, reach this conclusion.
To sustain appellants’ contention, they must show fraud; and fraud is never presumed, but must be affirmatively proved: Jones v. Lewis, 148 Pa. 234; Thompson v. Lee, 3 W. & S. 479; Snayberger v. Fahl, 195 Pa. 336. Fraud vitiates everything it touches, and a collusive and fraudulent sale is not binding upon one whose interests would be thereby defeated or impaired; in tbe federal courts a creditor, without having first obtained a judgment at law, may come into a court of equity to set aside fraudulent conveyances of bis debtor, made for tbe purpose of hindering and delaying creditors, and to subject tbe property to tbe payment of tbe debt due him: Case v. Beauregard, 101 U. S. 690. This rule applies in this State where judgment 'has been recovered with sale thereon in actions of ejectment: Monroe v. Smith, 79 Pa. 459; Mullen v. Wilson, 44 Pa. 413. But appellants do not meet this situation.
Tbe findings of tbe court below are sustained by tbe evidence and inferences deducible therefrom. Appellee was willing to take a part of wbat tbe New Bethlehem Company agreed to sell him, that is, to eliminate tbe infringing devices. This was within tbe general rule which gives tbe vendee tbe right to elect to take such
Considerable discussion was had as to a stipulation filed in the United States District Court, but that court said, “An examination of the record will show that, to the final stipulation made by defendants’ counsel, plaintiffs replied that same was not satisfactory for the reasons therein set forth.” Andrews was not a party to it, he was in court as a witness and was not bound by any stipulation the Bethlehem company’s attorneys might make; furthermore, he objected to it and stated that his rights should not be prejudiced by anything done in that court.
The court below did not commit error in decreeing specific performance, and the specifications of error are overruled.
The decree of the court below is affirmed at the costs of the intervening defendants, appellants herein.
