224 F. 492 | 2d Cir. | 1915
One Kaufman was the inventor of a bottle seal made of aluminum, and patentee therefor under letters patent of the United States, followed by patents in about 15 foreign countries. He assigned one undivided half of these patents to B. R. and Berthold Weil. Messrs. Stark and Turner were the inventors of the capping machine for applying the seals or caps to bottles, and owners of patents therefor in this and various foreign countries. All these patents were ultimately assigned to the Bottlers’ Seal Company, of which the brothers Weil were the chief officers and holders of its entire capital stock.
December 23, 1909, the Bottlers’ Seal Company executed an exclusive license under all the foregoing patents to the 4th day of January, 1924, to one Plorner, and sold to him all its machines for making and applying the seals for the sum of $25,000. December 28, 3909, Horner assigned the license a'nd sold the machines to the Tear-Off Bottle Seal Company. September 11, 1913, the Bottlers’ Seal Company filed its proof of debt in bankruptcy proceedings against the Tear-Off Bottle Seal Company for unpaid royalties under the said license agreement of $45,000, with interest.
November 20, 1913, the trustee filed objections on the ground that the bankrupt had been induced to enter into the agreement by fraudulent representations and had rescinded the same, and the proof of debt was referred to- a special master for re-examination. The claimant took no testimony. The record shows, that the Weils and some of the persons who subsequently organized the Tear-Off Bottle Seal Company prepared a prospectus, drafted principally on the strength of statements of the Weils, to be issued to the public to secure capital for the corporation to be organized under the name of Tear-Off Bottle Seal Company to- exploit the patents under the license. This prospectus was shown to other persons, who- joined the company, and it is some statements made by the Weils before that time, together with those contained in the prospectus, said to be false and fraudulent, which induced the bankrupt to enter into the license agreement. The special master so found, and entered an order disallowing the proof of debt, which order, upon petition to revise, was reversed by Judge Mayer, and the claim allowed, without costs. From this judgment the trustee appeals.
After the bankrupt began to use the assembling machine, some time in the spring or early summer of 1910, it was'found to be very unsatisfactory. It also found the price of aluminum to be so high as to malee profits impossible. Still, it was so convinced of the value of the license that it spent $100,000 in money and nearly four years in time in devising a better assembling machine, capable of manufacturing commercially tin, instead of aluminum, caps. Just as this machine was about completed, the company went into bankruptcy. Down to that time, however, it had received and invited subscriptions to its capital stock, showing exactly the same kind of confidence in the bottle seal that it was quite natural the Weil Bros, had at the time the prospectus was prepared. We think the District Judge was right in finding that the bankrupt was not induced to make the license agreement by fraudulent x-epresentations.
Strictly speaking, the trustee’s objection to the proof of debt should have been overruled, because, as both the special master and the Dis
The judgment is affirmed, with costs of this court.