Harris v. Brown, 202 Pa. 16

Harris v. Brown

202 Pa. 16 | Pa. | 1902

Opinion by

Mr. Justice Mesteezat,

The learned trial judge very properly found that Mrs. Brown did not purchase the machinery and stock of goods of Harris Brothers & Company, at the sheriff’s sale in pursuance of a contract with Andrew Harris to continue the business in trust for him, and, subsequently, to transfer it to him. The four years of management of the business by him and his brother had brought the firm to insolvency and rendered the firm name commercially valueless. Mrs. Brown, his mother, knew these facts, and could have had no desire or intention to place the business again in the hands of her son. To preserve the business and to put it on a paying basis required that Andrew Harris’s connection with it should cease. He had demonstrated conclusively his unfitness to manage it successfully and further control of it by him as manager or owner would have insured its total destruction. The facts disclosed by the testimony show that Mrs. Brown was acting for herself and with no intention of reinstating Andrew Harris in the gas meter business.

Immediately after the sheriff’s sale at which Mrs. Brown had acquired the title to the personal property of Harris Brothers & Company, and before she began to manufacture gas meters, a conference took place at the office of her counsel in which he, Mrs. Brown and Andrew Harris participated. They discussed the manner in which the business should be carried on *22and the name under which it should be conducted. Mr. Harris suggested that there should be as little change in the conduct of the.business as possible and agreed that the business should be continued indefinitely in the name of Harris Brothers & Company. In addition to this express assent, his subsequent conduct was clearly a license to Mrs. Brown to use the firm name in the transaction of the business. It is contended, however, on the part of the plaintiff, that the consent of Harris to the use of the firm name did not authorize his mother to use it against his objections; that he could withdraw his permission at any time and that thereafter the right of Mrs. Brown to use the firm name in her business ceased. The learned trial judge took this view and held that “it was a license without consideration and revocable at the will of the licensor.” It is undoubtedly true that a mere license without consideration is determinable at the pleasure of the licensor. But that is not the rule in this state where the enjoyment of the license must necessarily be; and is, preceded by the expenditure of money. In such cases, the license becomes an agreement on a valuable consideration and is irrevocable: Rerick v. Kern, 14 S. & R. 267; McKellip v. McIlhenny, 4 Watts, 317; Willis v. Erie City Pass. Railway Co., 188 Pa. 66. We can see no reason why this principle is not applicable here. At the time Mrs. Brown purchased the property at sheriff’s sale, there was practically no value in the good-will of the business or in the firm name. The firm of Harris Brothers & Company was composed of Andrew Harris and Earnest L. Harris and had been in exitence only since 1890. Commercial value in connection with the gas meter business had been given the name “ Harris,” not by the success of this firm, but by that of Harris, Griffin & Company, in which Andrew Harris, senior, the father of Andrew and Earnest L. Harris, was a member. The gas meter business conducted under the firm name of Harris Brothers & Company was unsuccessful, and in 1894 culminated in insolvency and a sheriff’s sale of the personal property, the proceeds of which were insufficient to liquidate the firm’s indebtedness. The cause of the failure is immaterial; the fact is important. It was at this time, when the name of Harris Brothers & Company had no commercial value in the business of manufacturing gas meters, that Andrew Harris suggested to his mother that she use the *23name in continuing the business. She acted upon the suggestion and proceeded to carry on the business in that name. By the necessary expenditure of money and the application of proper business methods, Mrs. Brown was successful. In this way she established a reputation for the name of Harris Brothers & Company and gave it commerical value which, as far as the testimony discloses, it did not possess at the time she began to use it. After nearly four years and the expenditure of large sums of money with the knowledge and consent of tbe plaintiff in building up the business by which alone the name was given value, this bill is filed by the plaintiff to deprive the defendant of the property value she has given to it. To permit such a result would be inequitable and unjust. Having suggested, and consented to, tbe use of tbe firm name in continuing tbe business, Harris is not now, under the circumstances shown by tlie testimony, in a position to demand of his mother that she discontinue its use or account for any moneys realized by its use. The plaintiff is here invoking the aid of a chancellor, not to enforce an equity, but to deprive another of property to which she is both equitably and legally entitled. He could not succeed in a court of law and with much less reason should he be permitted to enforce his claim in a court of equity.

The assignments of error are dismissed and the decree is affirmed.