49 N.Y.S. 1091 | N.Y. App. Term. | 1898
The two papers respectively signed by the plaintiff and his assignor, on the one part, and by the defendants, on the other, are to be considered together as embodying the contract which was entered into between them. They were simultaneously executed and delivered, and relate to the single transaction with which the parties were dealing. By the terms of the agreement, the plaintiff and his assignor, who were doing business under the name of La Lune Novelty Company, agreed to pay to the defendants, who were the inventors and patentees of an article described as a “coin button holder,” one quarter of a cent royalty on each button sold by said company within one year from the date of the agreement. The company further agreed to sell not less than 250,000 buttons within that period. The defendants bound themselves to transfer to the company the exclusive control of the patent, and the exclusive right to manufacture buttons under the same, for the same time, and also gave to said company an option, on the expiration of the contract, either to renew the same, or to buy the patent outright. It was, however, stipulated by the company that, “if the La Lune Novelty Co. should not come up to the agreed sale of 250,000, said company will lose their option of renewing this contract or buying the patent at the end of the year of this contract.” The royalty was to be paid at the end of each month, and one of the defendants was to have the right to inspect the books of the company at any time, with respect to the extent of the sales made. Simultaneously with the delivery of the contract the company paid to the defendants the sum of $200, and received a receipt therefor, stating that the payment was made “on account of royalty for coin buttons.” It appears that during the .year specified the company failed to sell more than 12,000 buttons, the royalty
The conclusion to which we have come renders it unnecessary for us to consider the other questions raised on the appeal. As we are of the opinion that the court below was clearly right in dismissing the complaint on the grounds which we have discussed, the judgment must be affirmed, with costs. All concur.