Bobzin v. Gould Balance Valve Co.
| Decision Date | 29 October 1908 |
| Parties | CHARLES BOBZIN ET AL. v. THE GOULD BALANCE VALVE COMPANY ET AL., Appellants |
| Court | Iowa Supreme Court |
REHEARING DENIED THURSDAY, JANUARY 21, 1909.
Appeal from Jasper District Court.--HON. BYRON W. PRESTON, Judge.
THIS action was brought to restrain the defendant company and its officers from amending its articles of incorporation changing its principal place of business from Kellogg, Iowa, to Des Moines, and from removing its office, shops, and factory from Kellogg. An injunction was granted restraining the defendants from removing the plant from Kellogg within five years from and after February, 1906. The defendants appeal.
Affirmed.
Parker Hewitt & Wright, for appellants.
McElroy & Cox and J. W. Burke, for appellees.
The Gould Balance Valve Company is a corporation organized under the laws of Iowa, with its principal place of business, shops and factory at Kellogg, Iowa. Its business is the manufacture and sale of the Gould balance valve, an invention of the defendant W. F. Gould, to whom a patent therefor was issued. After Gould had received his patent for the value in question, he gave his codefendants Gunn and Meigs each a one-third interest in the invention, retaining the remaining one-third. During 1905 they operated as a copartnership and made and sold a few of the valves. The defendant S. B. Powers represented the partnership at the State Fair in Des Moines in 1905, and there exhibited the valve and took orders therefor. At that time Powers became interested in the merits of the valve, and suggested to some of the members of the partnership that it would be well to organize a corporation for handling the same, and said he would like some of the stock if a corporation was organized. Later he was informed by some member of the partnership that incorporation was contemplated, and in November, with a few of his fellow citizens of Kellogg, he visited the members of the partnership in Des Moines. At this meeting the members of the copartnership proposed to the Kellogg people that, if they would subscribe and pay for $ 10,000 of stock, they would incorporate for $ 45,000 and accept $ 15,000 of the stock for the patent and other property of the partnership located in the factory and principal place of business of the corporation at Kellogg. The Kellogg representatives at this meeting had no authority to make a definite contract, but it was understood that the proposition would be by them submitted to their home people and accepted if the requisite amount in subscription could be obtained. Soon thereafter W. F. Gould and W. R. Lane signed the articles of incorporation of the defendant company, and a certificate of incorporation was issued December 2, 1905. The necessary stock subscriptions were obtained in Kellogg, and on the 16th of December, 1905, a committee representing the subscribers went to Des Moines, and there entered into a written agreement with Gunn, Meigs and Gould, whereby the latter agreed to assign to the Gould Balance Valve Company all rights, title and interest in patents owned by them on balance valves, and to take in consideration therefor $ 15,000 worth of stock, "said stock to be equally divided among" the three. The plaintiff and others who signed the agreement agreed to pay for $ 10,000 worth of stock within sixty days thereafter, and it was mutually agreed that the business of the corporation should be commenced not less than sixty days from said date. This contract was silent as to the place of business of the corporation. The written agreement was carried out, and the plant was located at Kellogg, notwithstanding the fact that the original articles of incorporation fixed its place of business in Des Moines. In November, 1906, the articles were amended, and Kellogg was named therein as the principal place of business. A special meeting of the stockholders of the corporation was called for October 7, 1907, for the purpose of submitting an amendment to the articles of incorporation changing its place of business to Des Moines.
One of the important fact questions in the case is whether it was agreed that the plant should remain at Kellogg for a term of not less than five years. That such was the agreement on the part of the defendants at the first meeting in Des Moines is pretty well established by the evidence. The appellants concede that it was agreed then, and at the second meeting, that the plant should be located at Kellogg, but deny that it was to remain there any definite or fixed time; but a careful consideration of the entire evidence, in connection with the admitted fact that the plant was to be located at Kellogg, has satisfied us that the agreement was that it should remain there at least five years, and that the subscriptions were made and the stock paid for relying on such agreement. And this conclusion is reached without regard to the question whether in soliciting stock subscriptions Mr. Powers was acting in behalf of the copartnership or for the people of Kellogg. The appellants pleaded the written agreement of December 16th, and alleged that it contained the entire contract finally entered into by the parties. This was denied by the plaintiffs, and it was alleged that there was a mistake in the writing, and a reformation thereof was asked. No relief of the kind was granted, however, and hence we need not further notice the appellants' citation of authority and argument on that question.
There can be no question as to the validity of the contract in question if made with the corporation. Nor do we think there...
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