Edison Elec. Light Co. v. New Haven Elec. Co.

Decision Date11 June 1888
Citation35 F. 233
CourtU.S. District Court — District of Connecticut

John C Tomlinson and Clarence A. Seward, for plaintiff.

Frederick P. Fish and Samuel A. Duncan, for defendant.


The bills in equity in these two cases are brought to restrain the alleged infringement of letters patent of the United States No. 274,290, granted to Thomas A. Edison, March 20 1883, and No. 369,280, granted to the plaintiff, August 30 1887. The bill in No. 570, which was filed October 10, 1887 alleges the assignment of No. 274,290, on April 6, 1883, to the 'Edison Electric Light Company,' a New York corporation, and the subsequent formation of the plaintiff, called 'Edison Electric Light Company,' by the consolidation of said 'The Edison Electric Light Company' and another New York corporation called the 'Edison Company for Isolated Lighting,' under and pursuant to chapter 367 of the Laws of the state of New York. It further avers that, by virtue of the consolidation, the title of the Edison Electric Light Company to No. 274,290, passed to the consolidated company, and that pursuant to a resolution of the executive committee of the said first-named company, passed on December 30, 1886, and before the consolidation, the company thereafter, and as of that date, executed and delivered an assignment of said patent to the plaintiff. The defendant has filed a plea which sets forth that, under the patent laws of the United States, the consolidation proceedings of themselves were wholly incompetent to transfer to or to vest in the complainant any title in or to the patent in suit. As to the assignment by an instrument in writing, it alleges, in substance, that the consolidation was consummated on December 31, 1886; that, by the act of consolidation, the corporate existence of each of the old companies was terminated; that the said deed of assignment was not executed or delivered until after the dissolution and termination of the life of the alleged assignor; and that no instrument in writing assigning and transferring the patent in suit to the complainant was executed and delivered during the corporate existence of the said the Edison Electric Light Company, or while it had any power or capacity to make such assignment; and that the complainant had not, at the date of the filing of the bill, any title on which it could bring suit. By stipulation the following facts are established for the purposes of the hearing on the plea: That on the 30th day of December, 1886, the company known as 'The Edison Electric Light Company' was a corporation duly organized and existing under the laws of New York; that at that date the said company was the owner of the patent in suit; that the consolidation proceedings referred to in the bill of complaint took place, and that the consolidation was effected, on December 31, 1886; that on the 30th day of December, 1886, the executive committee of the said 'The Edison Electric Light Company,' passed a resolution authorizing and directing the president and secretary of the company to 'execute under seal of the company, and deliver to said new company, all assignments, patents, and transfers of contracts and rights of every kind;' that the said officers did not act on this resolution (at least as regards the patent in suit) until after December 31, 1886; that on January 18, 1887, a written assignment of said patent was drawn and was executed in the name of 'The Edison Electric Light Company,' by Edward H. Johnson, as president thereof, and the seal of the said old company was thereto affixed by F. S. Hastings, as secretary of the said company, who appended his signature, as secretary, to said assignment, the said Johnson and the said Hastings having been respectively the president and the secretary of the said company at the time of the consolidation and of said vote; and thereupon the document was delivered to the consolidated company. Sections 5 and 6, c. 367, Laws 1884, under which the two companies were consolidated, are as follows:

'Sec. 5. Upon the consolidation of the said corporations, and the organization of such new company, as hereinbefore prescribed, all and singular the rights, privileges, franchises, and interests of every kind belonging to or enjoyed by the said several corporations so consolidated, and every species of property, real, personal, and mixed, and things in action thereunto belonging, mentioned in said agreement of consolidation, shall be deemed to be transferred to and vested in and may be enjoyed by such new corporation without any other deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property, privileges, franchises, and interests, in the same manner and to the same extent as if the said several companies so consolidated had continued to retain the title and transact the business of such corporations; and the title to real and personal estate, and rights and privileges acquired and enjoyed by either of the said corporations, shall not be deemed to revert or be impaired by such act of consolidation, or anything relating thereto.
'Sec. 6. The rights of creditors of any corporation that shall be so consolidated shall not in any manner be impaired by any act of consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner or for any cause existing against any such corporation or against any stockholder thereof, be in any manner released or impaired; but such new corporation is declared to succeed to such obligations and liabilities, and to be held liable to pay and discharge all such debts and liabilities of each of the corporations that shall be so consolidated, in the manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims, and demands existing against them as such at or before such consolidation; and no suit, action, or proceeding then pending before any court or tribunal in

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3 cases
  • Hartford-Empire Co. v. Demuth Glass Works
    • United States
    • U.S. District Court — Eastern District of New York
    • June 11, 1937
    ...owned by the old corporation. Section 85 of the Stock Corporation Law of New York (Consol.Laws N.Y. c. 59); Edison Electric Light Co. v. New Haven Electric Co. (C.C.) 35 F. 233, 236; Edison Electric Light Co. v. United States Electric Lighting Co. (C.C.A.) 52 F. 300, 313, 314. The Corning G......
  • Pipe Liners, Inc. v. AMERICAN PIPE & PLASTICS
    • United States
    • U.S. District Court — Southern District of Texas
    • July 18, 1995
    ...in patents owned by its constituent corporation. Deller's Walker on Patents § 359 (2d ed. 1965) (citing Edison Electric Light Co. v. New Haven Electric Co., 35 F. 233, 236 (CC Conn.1888)).2 It is also well established that "a federal district court has jurisdiction to determine a `claim for......
  • Fisk v. Henarie
    • United States
    • U.S. District Court — District of Oregon
    • June 11, 1888
    ... ... ask the court to reconsider the question in the light ... of Mr. Justice BREWER'S subsequent ruling in Short v ... ...

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