Hapgood v. Hewitt

• Decision Date: 29 November 1886
• Citation: 119 U.S. 226,7 S.Ct. 193,30 L.Ed. 369
• Parties: HAPGOOD and others v. HEWITT. 1
• Court: U.S. Supreme Court

119 U.S. 226

7 S.Ct. 193

30 L.Ed. 369

HAPGOOD and others v. HEWITT.¹

November 29, 1886.

Everett W. Pattison and Newton Crane, for appellants, Hapgood and others.

E. E. Wood and Edw'd Boyd, for appellee, Hewitt.

BLATCHFORD, J.

This is a suit in equity brought in the circuit court of the United States for the district of Indiana by Charles H. Hapgood, James H. Hesse, and John Packer, trustees of Hapgood & Co., a dissolved Missouri corporation, and the Hapgood Plow Company, an Illinois corporation, against Horace L. Hewitt. The main object of the suit is to obtain from Howitt the transfer of letters patent granted to him for an invention. The defendant interposed a general demurrer to the bill for want of equity. The circuit court sustained the demurrer and dismissed the bill, (11 Biss. 184; 11 Fed. Rep. 422,) and the trustees have appealed to this court.

The material allegations of the bill are as follows:

The Missouri corporation was in existence from before August 1, 1873, to January 1, 1880, when it was dissolved. At the latter date the three trustees constituted its board of directors, and Hapgood was president. By virtue of the laws of Missouri, Hapgood and the other two persons became trustees of the corporation, with power to settle its affairs, and recover the debts and property belonging to it. Hapgood was the president of the corporation during its entire existence, and had the control and management of its business, All the officers and employes were under his direction. He had power to hire and discharge all agents and employes of every grade, to determine the classes and kinds of goods that should be manufactured, and the general way in which the business should be conducted. The corporation employed a large number of manual laborers, and various employes of higher grades, among them a superintendent, a secretary, a foreman, and a traveling salesman, all of whom had charge of different departments, but were under the control and direction of the president, as chief executive officer. The duties of the superintendent were to having general charge of the manufacturing department, subject to the discretion of the president, and to devise and get up such new devices, arrangements, and improvements in the plows manufactured as should adapt them to the market, and as should be needed, from time to time, to suit the wants of customers.

Shortly before August 1, 1873, Hewitt represented to the corporation that he was a man of large experience in mechanical pursuits; that he had been for several years immediately preceding engaged with Avery & Sons, plow manufacturers in Louisville, and had been since 1868 familiar with the manufacturing of plows and agricultural implements; that he had been instrumental in devising and getting up the best plows manufactured by Avery & Sons that the most valuable improvements in the plows manufactured by them had been devised by him, and adopted at his suggestion and instigation; that since 1869 he had given his undivided attention to the manufacture of plows, and understood thoroughly the different kinds of plows in the market, and the classes of plows needed for the trade; and that he could and would give to any manufacturer who should secure his services the benefit of his experience in devising and making improvements in the plows manufactured. In consequence of these representations, and relying upon them, the corporation employed Hewitt to devote his time and services to getting up, improving, and perfecting plows and other goods, and to introducing the same; and, that he might be more fully identified with the corporatio , he purchased one share of its stock, and was elected vice-president. At some time in 1874, Hewitt increased his interest in the company by purchasing one-half of the shares owned by the president. As a part of the same transaction, it was agreed between Hewitt and the corporation that from that date Hewitt should fill the position of superintendent of the manufacturing department, and, as such, not only exercise a general supervision over that department, subject to the president, but also devote his time and services to devising improvements in, and getting up and perfecting, plows adapted to the general trade of the corporation. He accepted the position, and held it until the fall of 1877, when his connection with the corporation ceased.

He agreed, in such new position, to use his best efforts, and devote his knowledge and skill, in devising and making improvements in the plows manufactured by the corporation, and in getting up and perfecting plows and other agricultural implements adapted to its trade. In view of the expected value of his services in this latter direction, the corporation was induced to pay him, and did pay him, a salary of $3,000 a year. It was manufacturing a plow known as a sulky or riding plow, so arranged that the plow was carried on a frame supported by wheels, and that the driver of the horses rode on the frame. Down to the year 1876 this sulky plow had a wooden frame. During that year it was thought desirable by the officers of the corporation that a change should be made by the substitution of an iron frame for the wooden one. The officers, including Hewitt, had frequent conversations during the winter of 1875-76 with reference to such change. In those conversations, and in personal conversations with Hewitt, the president stated that he was anxious to retain in the iron sulky all the essential features of the wooden sulky, so far as was consistent with the use of an iron frame, and suggested other features which he thought it important to adopt in the new plow, and Black, a salesman, urged the importance of having an iron axle of an arched form.

As the result of these conversations and deliberations, Hewitt was, early in the summer of 1876, directed by the president to proceed at once to devise and build an iron sulky plow according to the suggestions so made; that is, that he should retain in the new plough all the valuable features of the wooden sulky which the corporation had been manufacturing, should construct the plow of wrought and malleable iron, should adopt the other features suggested by the president and the arch suggested by Black, and should add such additional features as might seem advantageous to him, (Hewitt.) He was directed to proceed with the work without delay, so that the corporation might be ready to manufacture the new plow for the season of 1877. In accordance with those directions, Hewitt devised and constructed a sulky plow, in wrought and malleable iron, and, after some delays, about the first of April, 1877, produced a plow satisfactory...