Freeman v. Freeman
| Decision Date | 29 January 1883 |
| Citation | 136 Mass. 260 |
| Parties | Sarah R. Freeman, administratrix, v. Benjamin S. Freeman |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Argued October 24, 1883 [Syllabus Material]
Bristol. Bill in equity to settle the affairs of a partnership not already adjusted between the parties including letters patent and other personal property, and for an account. The allegations of the answer, so far as material to the point decided, appear in the opinion.
The case was referred to a master, who found the following facts:
The plaintiff is the administratrix of the estate of her husband, Joseph J. Freeman, who died on October 6, 1878. At the time of his death, and for many years prior thereto, he carried on the business of manufacturing jewelry in Attleborough, in partnership with his brother, the defendant, under the name and style of Freeman and Company, of which firm the defendant is the sole surviving partner.
During the existence of the partnership, and prior to January, 1873, Joseph J. Freeman invented an "improvement in links for ornamental chains," for which he applied for letters patent. Pending said application, on January 25, 1873, he assigned all his right, title and interest in and to the invention to said Freeman and Company, to whom letters patent were issued on March 11, 1873.
Subsequently to March 11, 1873, the firm used the patented invention, and, as a portion of their business, manufactured goods thereunder and sold the same. By agreement between the plaintiff and the defendant, the business of the firm was carried on after the death of Joseph J. Freeman up to January 1, 1879, when all copartnership relations between the parties ceased, and the defendant purchased all the right and interest formerly of the intestate in and to the business of the firm, and all property, real and personal, used in that business, except said letters patent, the outstanding accounts, notes and bills receivable, and certain articles of personal property, which it is unnecessary to enumerate. All the finished business of the firm, and the profits and income thereof, including the goods manufactured under the letters patent, except said accounts and notes and bills receivable, were adjusted between the parties and settled to January 1, 1879; and there are no debts now due from the firm to any person.
Since January 1, 1879, the defendant has continued to carry on the business of manufacturing jewelry, and admits that he has made use of said patented invention to some extent since that date, and has manufactured more or less goods covered by the letters patent and sold the same; but he denies that the letters patent were an asset of the firm of Freeman and Company; and contends that he owns one undivided moiety thereof, and the plaintiff the other moiety thereof, as tenants in common, and that he does not own the whole as surviving partner; and declines to disclose how many goods he has manufactured under the letters patent since January 1, 1879, or what profits and income, if any, he has received therefrom; and contends that he should not be held to account to the plaintiff for such use of the invention, or to account with or pay over to the plaintiff any profits which may have accrued to him by such use.
On January 1, 1879, and as many as three times before that date, the plaintiff, by her authorized agent, requested the defendant to dispose of the letters patent by public auction, or otherwise, for the benefit of the firm, or to purchase the interest of the plaintiff therein at a reasonable price; but this the defendant declined to do. A few days after said January 1, the plaintiff, by her agent, forbade the defendant to use the letters patent in his business, and notified him that, in case he did so use them, she should hold him responsible for one half of the profits derived from such use.
On January 1, 1879, there was due and owing to said firm a considerable amount of bills and notes, and, at the date of the hearing, the defendant had collected the sum of $ 3397.75, which amount he now has in his hands, one half subject to the plaintiff's order. There were also some claims due from the firm which have since been paid by the defendant.
The plaintiff offered evidence tending to show the amount of chain manufactured under the letters patent and sold by the defendant since January 1, 1879, and of the amount of profits derived from the business; but, upon the defendant's objection, the master excluded the evidence, and ruled that the plaintiff was not entitled to recover any part of the profits derived from such business.
The plaintiff filed an exception to the ruling of the master excluding the evidence offered.
Hearing before Field, J., who reserved the case for the consideration of the full court, such decree to be entered as justice might require.
Decree for the plaintiff.
H. J. Fuller, for the plaintiff.
C. R. Train & J. E. Maynadier, for the defendant.
Letters patent belonging to a firm are to be dealt with, on a dissolution of the firm, like other partnership property. If used by a surviving partner for the purpose of profit, he will be held to an account, as in other cases of using assets of the firm; and if a sale is necessary for the purpose of winding up the affairs of the firm, such sale will be ordered by the court, if not made voluntarily. The case of Mathers v. Green, L. R. 1 Ch. 29, cited by the...
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