Thompson v. Automatic Fire Protection Co.

211 F. 120 | 2d Cir. | 1914

LACOMBE, Circuit Judge

(after stating the facts as above). The facts will be found set forth with sufficient fullness in Judge Chat-field’s opinion; they need not be repeated here at length.

[1] It is contended that the contract is not one which a court of equity should enforce. As testified to by complainant, and there is no contradiction of his testimony, it provided that Shipman should undertake to perfect inventions which Thompson had already started and should assign to the latter whatever he'might discover or invent along the line of fire protection devices. Shipman was in the employ of a company of which Thompson was president; his work was to be done outside of his regular working hours; Thompson was to pay him for the time he put on this outside work and if any invention proved valuable was to pay him such further sum as might in Thompson’s judgment be correct according to the value of the results of his work. This contract was perhaps a hard one, but we find nothing extraordinary about it, no doubt many such contracts are made with employés. It did not as defendants contend mortgage Shipman’s inventive genius for all time; he could cease doing the extra work any time he pleased and thus terminate the contract. If before he did so discontinue, he found out anything patentable, assisted thereto in a field he had never worked in, by the disclosures of what Thompson had already accomplished, there seems to be nothing unconscionable in requiring him to turn it over. If in fact he was not paid for his extra work, he had a good cause of action for it. Evidently the reason Thompson did not pay him for his extra time was because he (Thompson) had some fair ground for suspecting that Shipman was planning to get the better of him.

Thompson’s testimony as to the making of the contract is to some extent corroborated by other witnesses to whom Shipman, long before any controversy arose, made explanations as to how it happened that he had Thompson’s models and papers on his own desk.

[2] The crux of the case is whether defendants had notice of the arrangement with Thompson sufficient to put them on inquiry, before they took assignment from Shipman. The evidence is not very strong, but defendants themselves admit that Shipman told them Thompson had forced him to assign other patents and that he wanted to keep this patent away from Thompson. Also that he felt under some obligation to offer it to Thompson.

It seems to us that a business man of reasonable care and prudence would, under these circumstances, before putting his money into an enterprise, have gone to Thompson and asked him if he- was making any claim to this invention of Shipman and, if he said he was, would have asked him what was the nature of his claim, so that the inquirer might advise himself whether he could safely purchase.

We concur with Judge Chatfield, who has fully discussed the facts. The decree is affirmed, with costs.