209 Mass. 139 | Mass. | 1911
This is a suit in equity brought to enforce specifically certain terms of a contract touching letters patent. A cross bill was brought by the defendants asking affirmative relief.
The defendants, being owners of a patent issued by the United States for certain “ machines ” and “ rolls,” entered into an agreement with the plaintiff by which the latter was granted an exclusive license to manufacture and sell the patented devices for a term of five years. Article VII. of the contract regulated in detail the way in which the accounts of the plaintiff while
A right of renewal was given to the patentees. The judge of the Superior Court found that there was no renewal of the contract, and that it terminated on July 1, 1909. While his finding is not very clear as to whether the terms of Article X.
The pivotal controversy relates to the signification to be attributed to the word “ interest ” as used in Article VIII. of the contract, which required to be transferred to the plaintiff a fractional “interest in and to said patent.” The word “ interest ” has not become a term of art in patent law, and has no technical meaning. It is elastic in use, and may convey in different connections a considerable variety of ideas. Excluding those which do not relate to a pecuniary concern in property, it has been held to be more comprehensive than title, and to be synonymous with it, to express less than title, and to be distinguishable from it, and to be broad enough to embrace all claims of every description, to include every right in the nature of property below title, and to refer to equitable rather than legal estates, the somewhat diverse meanings depending upon the relation in
The word “ interest ” occurs in Article VIII. subsequently to the phrase above quoted, and there relates to the profits in which the plaintiff was to share arising from the business to be carried on during the life of the patents by the defendants after the expiration of the contract. In these connections, obviously it can refer only to an executory obligation on the part of the defendants to account for profits as they arise, — to a future potentiality and not to a present and existing title. It. is natural
The terms as to the sale point to ownership of the entire patent by the defendants. Their desire “to sell said patent” is made the turning point of a sale. If the plaintiff exercises his option to purchase, he is authorized to credit himself with his fractional interest in the price, but if he does not, the defendants are authorized to “ sell the same,” that is, the patents, and not eighty-five one-hundredths of them, and to receive the entire purchase price, with obligation only to account to the plaintiff for his part. This power implies entirety of title. The practical effect of the interpretation contended for by the plaintiff renders the patent itself of little or no value to the weaker
The decree in favor of the plaintiff is reversed. Upon their cross bill, the defendants are entitled to an accounting under the contract prior to July 1, 1909, and to a general accounting for all use made by the plaintiff of the patents since July 1, 1909.
¡So ordered.
Article X of the contract was as follows: “ At the expiration of this contract or of any renewal thereof, the party of the first part shall deliver without charge to the parties of the second part a list of the machines and their location, so far as known to the party of the first part, and also deliver all drawings, patterns, jigs, special tools, and the like, used by the party of the first part in and which would be naturally used in the manufacture of said machines.”