Baldwin v. National Hedge & Wire-Fence Co.

• Decision Date: 28 February 1896
• Citation: 73 F. 574
• Court: U.S. Court of Appeals — Third Circuit
• Parties: BALDWIN v. NATIONAL HEDGE & WIRE-FENCE CO.

73 F. 574

BALDWIN v. NATIONAL HEDGE & WIRE-FENCE CO.

United States Court of Appeals, Third Circuit.

February 28, 1896

F Carroll Brewster, for appellant.

John G Johnson, for appellee.

Before ACHESON, Circuit Judge, and BUTLER and WALES, District Judges.

WALES District Judge.

This was a suit to reform a deed, for the purpose of correcting an alleged mistake, and to make the instrument conform with the intended agreement of the parties before and at the time of its execution. The deed is in these words:

'Plashed Fences, William Baldwin.

'York, Penna., March 4th, 1889.

'Know all men by these presents, that I, William Baldwin, of Marion, Indiana, for one dollar to be in hand paid, and other valuable considerations, the receipt whereof is hereby acknowledged, I do hereby assign, transfer, and set over all my title and interest in patent No. 274,895, date April 3, 1888,--being the sole owner and patentee,-- to the National Hedge and Wire-Fence Company, of York, Penna.

William Baldwin. (Seal.)

'Witness:

'E. H. Neiman.

'S. B. Gleason.

'J.Jessup.'

The material averments of the bill are that prior to the 4th of March, 1889, the complainant was the inventor and patentee of a useful and novel invention, for which letters patent No. 274,895, dated April 3, 1888, had been issued to him, and that he was the sole owner thereof; that said patent was for an improvement on two former patents for his inventions, dated, respectively, February 28, 1882, and August 22, 1882, and numbered 254,187 and 263,094, all of which patents related to the plashing down of hedge fences; that the defendant desired to purchase the right of said patent No. 274,895 for the territory of Baltimore county, Md., and so informed the complainant; thereupon negotiations were opened concerning the purchase by the defendant of the right to the said patent, and that the negotiations between the complainant and defendant related wholly and exclusively to the right for the territory aforesaid; that at the time the deed was signed by the complainant the value of his right and interest in the patent was more than $50,000, and that the defendant was well acquainted with the utility and value of the complainant's invention; 'that it was by the mutual mistake of the parties that said instrument was so written as to assign and transfer all the right of the orator under his patent, and he did not at any time intend to make such a transfer or assignment, and the defendant did not intend that such assignment or transfer should be made, but both parties then and there meant and intended that only a right in said county of Baltimore should be assigned or transferred;' 'that the defendant has had continuous possession of the deed since the date of its execution; and that the complainant was wholly ignorant that the defendant claimed any right to the patent, except the right for Baltimore county, until the 2d day of November, 1893. ' The present suit was begun December 8, 1893. The answer admits the prior ownership of the patent by the complainant, but avers 'that said assignment was properly and correctly prepared and executed in pursuance of the agreement, and that the same in no way was executed by mistake. ' The bill was dismissed by the circuit court, and the complainant has taken this appeal. The ground for dismissal of the bill appears from the following specification of error: 'The learned court erred in finding that the proof of mistake was not clear and satisfactory, and that the mistake is not free from doubt and uncertainty.'

The question before us is largely, if not wholly, one of fact, namely, are the proofs in the case sufficient to satisfy the conscience of the court that a mutual mistake was committed by the parties to the deed of March 4, 1889, as alleged in the bill? William Baldwin, the complainant, was, at the time of executing the deed, a resident of Marion, Ind., aged about 45 years, and by occupation a farmer and nurseryman. He had been quite extensively engaged in business, and was the owner of the three patents already referred to. The testimony of the complainant is to this effect: As the result of a previous correspondence by letter with Dr. Neiman, who was a director and general manager of the defendant company, the complainant went to York, Pa., on the 3d of March, 1889, for the purpose of negotiating for the sale of one or more of his patents. On Monday, the 4th, he met Dr. Neiman and Mr. Gleason (the latter since dead), who represented the defendant, and was asked what he would sell them Baltimore county for. They said they were expecting to organize a hedge company in Baltimore county, and had been threatened by the Frederick Hedge Company for infringement; that the latter company was using the patent of Wesley Young, who was a rival of the complainant, and had caused the latter some trouble, by unsuccessful suits against him for infringement. And for this reason the complainant was induced to say:

'If it's anything to help defeat Wesley Young, I'll let you have the county very cheap. * * * I'll make you the county for $25. That'll be enough to pay my expenses for the trip from Marion to York and return.'

The conversation was had in Dr. Neiman's office. In the evening, Neiman, Gleason, and complainant met at the office of the defendant company, where Mr. Jessup, the secretary of the defendant, joined them. 'Jessup asked if we had come to any terms,' to which complainant replied that he 'had agreed to let them have Baltimore county for the small sum of $25, to help them out of their trouble that they were expecting. * * * Gleason slipped the deed over to me, and says, 'Here's a deed prepared for Baltimore county, Maryland.' I picked up a pen, and signed, and slipped it back to him. ' Jessup handed the complainant $25, and the latter afterwards discovered that his hotel bill had been paid. The complainant neither read the paper which he had signed, nor was it read over to him,-- the reason being that he was busy talking with Jessup and Neiman; was giving them the county for a small sum; 'thought everything was all right, and had all confidence in the National people. ' The complainant left York on the morning of the 5th. In April,1889, complainant received a letter from Dr. Neiman,-- which he has been unable to find,-- the substance of which was to know for what complainant would sell his patents for several counties in Eastern Pennsylvania, 'and if I would take the same per county that I sold them Baltimore county,' with the request that he should come to York and consider about the matter. Complainant's answer was that he would not take less than $50 per county, and that he would be in York about the last of May or first of June, about which time he was contemplating a trip abroad. He arrived in York on the 5th or 6th of June, having been detained three or four days on the way by the Johnstown flood, and there met Neiman, Gleason, Krider, and Gallatin. (Gleason was a general manager, Krider was the president, and Gallatin was a salesman, of the company, as appears from other parts of the proofs.) The parties not being able to agree upon terms of sale, it was proposed by Gleason that the complainant should join the National people, put his patents in with theirs, and increase the capital stock,-- the complainant to take stock for his patents, and manage the company's business in the West,--but no arrangement was concluded. Complainant returned from abroad on August 28, 1889, and on his way to Marion stopped at York, and had another interview with the persons just named, at which the proposed combination was again discussed, without reaching any definite conclusion. Again, in October or November, 1889, complainant went to York, at the request of Neiman, and again met the same representatives of the defendant as before, who desired to know for what price he would sell his patent rights for the eastern half of Pennsylvania. He asked $4,000. After a brief conference this offer was declined. They said they might buy later on. All of these conversations included patent No. 274,895. 'They said that was the patent they wanted, if any. ' The complainant first discovered or heard of the mistake in the deed on November 3, 1893, through Samuel Brightbill, to whom and John L. Gallatin he had sold and assigned patent No. 274,895, for the state of New York, for the sum of $34,000, in the latter part of 1892. Bright bill came to the complainant's home, and said, 'You had no right to sell me the patent which you had already assigned to the National Hedge Company. ' He demanded a return of his share of the purchase money, and, on complainant's refusal, brought suit against him for $20,000, which is still pending. Complainant at once employed counsel, and went to Washington, where they found a record of the deed of March 4th in patent office. Going thence to York, they called on Mr. Jessup, and what took place is told by the witness as follows:

'A. I met Mr. Jessup, shook hands with him, and introduced Mr Oliver to him. I told him I was there in a hurry, and had stopped on some important business. I told him 'I was down to Washington City to-day, and I found on record there that the National Hedge & Wire-Fence Company has a deed for all my patent,--the territory of my patent for the United States.' I asked him how that came. ' Well,' he says, 'I don't know.' I says, 'You remember what territory you bought of me on the 4th of March, 1889?' He says, 'Yes, we bought Baltimore county, Maryland.' I said, 'Do you remember what you paid me for it?' He says, 'Yes; we paid you $25.' I says, 'Do you remember what money you paid me in?' He says, 'No, I don't.' I says, 'You paid me in paper money,-- in one and two dollar bills.' I asked him if ...