Browne v. St. Paul Plow Works

• Decision Date: 10 July 1895
• Docket Number: Nos. 9490 - (230).,s. 9490 - (230).
• Citation: 62 Minn. 90
• Parties: WILLIAM J. BROWNE v. ST. PAUL PLOW WORKS.<SMALL><SUP>1</SUP></SMALL>
• Court: Minnesota Supreme Court

62 Minn. 90

WILLIAM J. BROWNE v. ST. PAUL PLOW WORKS.¹

Nos. 9490 - (230).

Supreme Court of Minnesota.

July 10, 1895.

Appeal by defendant from an order of the district court for Ramsey county, Egan, J., overruling a demurrer to the complaint. Affirmed.

Stevens, O'Brien, Cole & Albrecht, for appellant.

W. H. Williams, for respondent.

BUCK, J.

On June 13, 1888, in consideration of the issue and delivery to the plaintiff by defendant of 60 shares of its capital stock, and its promise and agreement to redeem said stock at its par value of $3,000 at the end of five years from said June 13, 1888, this plaintiff, by a certain agreement in writing, sold, assigned, and transferred to defendant certain letters patent granted to him by the United States, and which were owned by plaintiff, to wit, letters patent No. 340,551, bearing date April 27, 1886, for an improvement in wheel gang plows, and letters patent No. 335,013, bearing date January 26, 1886, for an improvement in spring cultivators, together with the whole right, title, and interest in and to and under said letters patent, and each of them, for its use to the full end of the term for which said letters patent were granted. The defendant is, and since June 13, 1888, has been, a corporation duly created and organized under the laws of this state for the manufacture of and dealing in plows and all kinds of agricultural implements and machinery, and such other business as may be connected therewith. In pursuance of said agreement, it did issue to plaintiff 60 shares of its capital stock of the par value of $50 per share, and delivered its certificate of stock to plaintiff, and at the same time, and as part of the consideration for the transfer to it of said letters patent, executed an agreement in writing as follows:

"Whereas, the St. Paul Plow Works has assigned to W. J. Browne sixty shares of its capital stock of the par value of fifty dollars ($50.00) per share, in consideration of the transfer by said W. J. Browne to said St. Paul Plow Works of certain patents obtained by him, with the understanding that the said stock is to be redeemed in cash by the St. Paul Plow Works at the expiration of five years from this date, if so requested by said W. J. Browne: Now, therefore in compliance with the above understanding and agreement, and pursuant with the resolutions adopted by the board of directors of the St. Paul Plow Works, this instrument represents and stands for the obligation of the St. Paul Plow Works to redeem said stock at its par value in cash at the expiration of five years from date, if so requested by said W. J. Browne.

                  "Witness the hand of                   S. S. Murdock, President
                                                        "C. J. Gotshall, Secretary
                  "Dated St. Paul, Minnesota, this 13th day of June, 1888."
                

At the expiration of the five years, plaintiff requested the defendant, in writing, to take back and redeem said stock at its par value of $50 per share, and to pay to plaintiff therefor the said sum of $3,000 in cash, and at the same time duly tendered the certificate of stock, and offered to surrender and...