136 Ill. 380 | Ill. | 1891
delivered the opinion of the Court:
By the express terms of the written agreement between Nichols and Murphy, Nichols only agreed “to put into the firm of Nichols & Murphy, for their full, free and exclusive use, during the life of the co-partnership, all his rights, title and interest in and to all the letters patent in windmills which he now has or may hereafter have.” Comment can not make the meaning of this language more apparent than do the words themselves. The right transferred to the partnership is, plainly and palpably, only to use the patents during the life of the partnership. The written agreement between Nichols, Murphy and Geister, to form a new partnership, employs this language in respect to the patents: “And * * * the said Nichols and Murphy have contributed, jointly, to the capital stock of said co-partnership the assets and resources of the late firm of Nichols & Murphy, the property and resources being mentioned in the inventory marked ‘A’ and the schedule marked ‘B,’ hereto attached.” The character and extent of interest is clearly described by the words, “the assets and resources of the late firm of Nichols & Murphy,” and the property in which that interest is, will be found described in inventory marked “A” and the schedule marked “B.” Thus, in schedule “B” is enumerated, “Patents and business, $6000,” after which it is added: “The above patents include all patents and improvements on the windmills, feed-mill, and all other machinery and implements used in connection with said manufacturing, and in articles manufactured, in said business.” And so having determined that the interest of the partnership of Nichols & Murphy in these patents is only the right to use them during the existence of the partnership, the patents themselves constituted no assets or resources of the firm, but the right to use the patents during the existence of the firm was the only asset or resource in respect to them. That this was the meaning of the parties is further evident from the subsequent clause, as follows: “And during said time no right, title or interest, nor any permit or license, shall be sold, given or transferred to any other person, persons or corporations, to manufacture or sell under the said patents transferred to the said partnership, as mentioned in schedule' ‘B.’”
Had there been intended an absolute transfer of title, even if it had been thought necessary that Nichols and Murphy should be expressly prohibited, by the terms of the agreement, from thereafter exercising acts of ownership over the patents inconsistent with that transfer, it could not have been thought 'that such express prohibition was necessary only “during said. time,”—i. e., the existence of said partnership,—but it must have been thought that it should be perpetual. The covenant that “during said time” no right, title or interest, etc., shall be sold, etc., is an admission that at the end of said time, right, title, etc., in the patents may be sold, etc.
The decree directed the sale of the “interest of Nichols, Murphy and Geister in any and all patents,” etc., and not the title to the patents, and this interest was sold and the sale was confirmed by the court, and so the Elgin Wind-Power and Pump Company now has it, but we forbear the expression of any opinion as to its extent, any further than we have already done. There was no necessity and no authority for filing the supplemental bill, and the decree therein was consequently erroneous.
The judgments of the Appellate and circuit courts are reversed, and the cause is remanded to the circuit court, with direction to that court to enter a decree dismissing the supplemental bill.
Judgment reversed.
