74 Mo. App. 155 | Mo. Ct. App. | 1898
— This is a suit in equity the object of which was to obtain a decree cancelling a certain written contract hereinafter referred to. There was a decree for the plaintiff in conformity to the prayer of the petition and defendant appealed.
It is further alleged that the plaintiff, at the same time and on the same terms and conditions as those provided in the said assignment made by him to said Shuman and associates, likewise assigned to said defendant the two tenths interest in said patent rights not theretofore assigned to said Shuman and associates. It was further alleged therein that the said assignment of Shuman and associates was made to defendant with a full knowledge by the latter of all the provisions of the assignment from plaintiff to Shuman and associates. There was also these further allegations therein contained, viz.: That plaintiff performed all the conditions and requirements required of him under the contract as set out in this petition, but the defendants jointly and severally have failed and neglected to perform the conditions on their part set out in said contract, to wit: That as stated in said contract, owing to the nature of the grant and license transferred in said contract, the said patent inventions that the defendants were to immediately put into practical operation, and use .every reasonable effort to make the inventions transferred to the defendants successful and profitable, as well to the plaintiff as to the defendants; that the defendants since the date of said contract have wholly failed, neglected' and refused to account for and pay over to the plaintiff one fifth of: the net proceeds of all pumps manufactured by them or sold by them under such patent inventions; that they failed and neglected to render to plaintiff statements or exhibits showing the amount or number of pumps manufactured or
That the rights of the plaintiff transferred by said contract are represented by patents from the United States government, which of themselves bore certain dates and by their provisions and under the law only secured to the plaintiff the profits and use of his certain inventions for a definite and fixed time. And that the defendants by failing to comply with the terms of the contract herein set out are daily and constantly lessen
Plaintiff alleges that he is now and always has been unable by law to collect the royalties and profits secured to him by said contract, from the defendants or any of them, for the reason that they have been since or about the time of said contract and up to this time, insolvent and irresponsible. Wherefore plaintiff says that by reason of the facts stated he has no remedy at law, and from the nature of the grant, the remedy at law would not be sufficient to compensate him in his right or to restore to him his rights under such contract; that he has suffered and is now suffering an irreparable damage from the defendants on account of the breaches of said contract set out in the petition. Wherefore he prays that the contract entered into between himself and the defendants and the National Pump Company, assignee or transferee, be by the court canceled and held for naught, and for such other general and special relief as the court may see meet and proper.
The whole doctrine of courts of equity on this subject is referable to the general jurisdiction which it exercises in favor of a party quia timet. This jurisdiction is founded on the administration of a protective or preventive justice. Story on Eq., sec. 694. It has been declared by the St. Louis court of appeals that rescission is a matter of right where a contract is voidable for fraud or is the result of mutual mistake. Mfg. Co. v. McCord, 65 Mo. App. 507. And by this court that if a party would rescind a contract for fraud or other cause he must, as far as in his power, put the other party in the condition he would have been had the contract not been made. Roetzer v. Packing Co., 58 Mo. App. 264. And this is but an application of the rule that he who seeks equity must do equity.
It is quite manifest that the petition, when tested by the principles to which we have just adverted, must be condemned as insufficient. Neither the allegation of the insolvency of the defendant, nor that of its failure to pay the royalty, nor that of its failure to pay the proceeds of the sale of pumps, nor the allegation of the nonperformance of other conditions of the contract suggest any ground authorizing the rescission of the contract. It is too plain for argument that neither fraud nor any other ground justifying equitable interposition is alleged. The consideration passing from defendant to plaintiff for the interest acquired in the patent rights consisted of money and labor and the amount of the one and value of the other the plaintiff has not offered to return to defendant. This was a condition precedent to his right to relief, even had he, as he has not, by the allegations of his petition shown himself otherwise entitled to the relief demanded. Beach on Eq., sec. 552; Roetzer v. Packing Co., supra.
But however this may be we think, for other reasons previously mentioned, the petition fails to state facts sufficient to warrant the action of a court of equity in decreeing the cancellation of the said contract under which the defendant acquired its interest in said patent rights.
It results that the decree of the circuit court will be reversed.