35 F. 233 | U.S. Circuit Court for the District of Connecticut | 1888
The bills in equity in these two cases are brought to re-
strain the alleged infringement of letters patent of the United States No. 274,-290,-granted to Thomas A. Edison, March 20,1883, and No. 369,-280, granted to' the plaintiff, August 30, 1887. The bill in No. 570, which was filed October 10,1-887, alleges the assignment of No. 274,290, on Ápril 6,1883, to the “Edison Electric Light Company,” a New York-corporation, and the subsequent formation of the plaintiff, called “Edison Electric Light Company,” by the consolidation of said “The Edison Electric Light Company” and another New York corporation called the “Edison Company for Isolated Lighting,” under and pursuant to chapter 367 of the Laws of the state of New York. It further avers that, by virtue of-the consolidation, the title of the Edison Electric Light Corn-pan^ to-No. 274,290 passed to the consolidated company, and that pursuant to- a resolution of the executive committee of the said first-named company, passed on December 30, 1886, and before the consolidation, the company thereafter, and as of that date, executed and delivered an assignment of said patent to the plaintiff. The defendant has filed a plea' which sets forth that, under the patent laws of the United States, the consolidation proceedings of themselves were wholly incompetent to transfer to or to vest in the complainant any title in or to the patent in suit.- As to the assignment by an instrument in writing, it alleges, in substance, that the .consolidation was consummated on December 31, 1886; that, by the act of consolidation, the corporate existence of each of the old companies was terminated; that the said deed of assignment was not executed or delivered until after the dissolution and termination of the life of the alleged assignor; and that no instrument in writing as-sighing 'and' transferring the patent in suit to the complainant was executed and delivered during the corporate existence of the said the Edison Electric Light Company, of while it had any power or capacity to make such, assignment; and that the complainant had not, at the date of the filing of the bill, any title on which it could bring suit. By stipulation the following facts are established for the purposes of the hearing on the plea:. .That on the 30th day of December, 1886, the company known as “The Edison Electric Light Company” was a corporation duly organised and existing under the laws of New York; that at that date; the said company was the owner of the patent in suit; that the consolidation proceedings referred to i-n the bill of complaint took place, and that the
“Sec. 5. Upon the consolidation of the said corporations, and the organization of such new company, as hereinbefore prescribed, all and singular the rights, privileges, franchises, and interests of every kind belonging to or enjoyed by the said several corporations so consolidated, and every species of property, real, personal, and mixed, and things in action thereunto belonging, mentioned in said agreement of consolidation, shall bo deemed to be transferred to and vested in and may be enjoyed by such new corporation without any other deed or transfer; and such new corporation shall hold and enjoy tlie same, and all rights of property, privileges, franchises, and interests, in the same manner and to the same extent as if the said several companies so consolidated had continued to retain the title and transact the business of such corporations; and the title to real and personal estate, and rights and privileges acquired anti enjoyed by either of the said corporations, shall not be deemed to revert or be impaired by such act of consolidation, or anything reL lating thereto. ;.
“Sec. 6. The rights of creditors of any corporation that shall bo so consolidated shall not in any manner be impaired by any act of consolidation, nor shall any liability or obligation for the payment oí any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner or for any cause existing against any such corporation or against any stockholder thereof, be in any manner released or impaired; but such new corporation is declared to succeed to such obligations and liabilities, and to be held liable to pay and discharge all such debts and liabilities of each of the corporations that shall be so consolidated, in the manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and tho stqckholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims, and demands existing against them as such at or before such consolidation’; and no suit, action, or proceeding then pending before any court or tribunal in which any corporation that may be so consolidated is a party, or in which any such stockholder is a party, shall be deemed to have abated or been .discontinued by reason of any such consolidation; but the same maybe prosecuted to final judgment in the same manner as if the said corporation had not entered into the said agreement of consolidation; or the said new corporation may be substituted as a party in the place of any corporation so consolidated*236 as aforesaid with any other corporation or corporations, and forming sncli new corporation, by order of the court in which such action, suit, or proceeding may be pend ¡ng. ”
The Revised Statutes of the state of New York (part 1, § 9, tit. 3, c. 18) provide as follows:
“See. 9 Upon the dissolution of any corporation created or to be created, and unless other persons shall be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the eorpox-ation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of debts and necessary expenses.”
Section 4898 of the Revised Statutes provides that “every patent or axxy interest therein shall be assignable in law, by an instrument in writing.” The position of the defendant is that the consolidation proceedings did not and could not vest the legal title of the patent in suit in the plaintiff, but an instrument in writing, signed by a properly authorized person, was necessary to convey the legal title, (Ager v. Murray, 105. U. S. 126;) that no written conveyance was made uxxtil after the dissolutioix and death of the holder of the-legal title, when the powers both of the corporation and its officers had ceased to exist; and that the legal title has therefore never been conveyed to the plaintiff. It must be assumed as true that the entire equitable title and interest in said patent vested in the plaintiff by virtue of the proceedings of consolidation, but that, no written conveyance or assignment having been executed on December 30, 18'86, the bare legal title remained outstanding. It is further true that if, as the result of consolidation, the old corporation had wholly ceased to exist, it could not act thereafter as a corporation; and the written assignment did not confer the legal title upon the plaintiff. It is furthermore true that the question of the contixxuance of the company’s life depends upon those statutes under which consolidation takes place, and which relate to the dissolutioxx of corporations, hut that where a new corporation is created to take the place of two old corporations, axxd has the grant of a new charter, the old corporatioxxs are at an exxd, except so far forth as corporate life is prolonged by special legislative enactmexxt. Bank v. Colby, 21 Wall. 609; Pomeroy v. Bank, 1 Wall. 23; Banking Co. v. Georgia, 92 U. S. 665; Railroad Co.v. Georgia, 98 U. S. 359.
The question, then, is whether the intent of the various statutory provisions was that the old corporation should he entirely dissolved, so as to be without power to do anything necessary to close 'its business. The serious consequences which, according to the stringent rules and ideas of the common law, followed the dissolutioxx of a corporation, are well known. “According to tlxe old settled law of the laxxd, where there is no special statute provision to the contrary, upon the civil death of a corporation all its real estate remaining unsold reverts hack to the original grantor and his heirs. The debts due to and from the corporatioxx are all extinguished. Neither the stockholders nor the directors or trustees of the
The facts in regard to patent No. 369,280 differ from those which have been recited in regard to patent No. 274,290, only in the following particulars: Thomas A. Edison, as the inventor, made application for No. 369,280 on February 5, 1880, and, pending the application in the patent-office, assigned his interest in the invention and the patent to the Edison Electric Light Company. On August 9, 1887, before the patent was granted, and after the consolidation, the president and secretary of said old company executed an assignment of said invention in the name of the old company to the new consolidated company. The facts in the two cases liave no difference in any vital particular. The pleas are overruled.