Gay v. Fair

• Decision Date: 03 March 1900
• Citation: 175 Mass. 521,56 N.E. 708
• Parties: GAY v. FAIR et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

175 Mass. 521

56 N.E. 708

GAY v. FAIR et al.

Supreme Judicial Court of Massachusetts, Suffolk.

March 3, 1900

COUNSEL

Chas H. Drew, for appellant.

Geo Fair, pro se.

G. M Rich, for appellee Fair Loom-Attachment Co.

OPINION

BARKER J.

The evidence was taken under equity rule 35, and the case comes here by an appeal from a decree dismissing the bill. There is no dispute that the plaintiff is a stockholder, nor that he has brought the matters with which the bill is concerned to the attention of the officers in control of the corporation, who own or control a majority of its stock, nor that the corporation has neglected, if it has not refused, to take action upon the alleged matters of complaint. The chief of these is that while, by the votes of the stockholders and of the directors, the sale from the inventor to the corporation was for certain shares of the stock, no other consideration being named in the votes, the conveyance recited as a further consideration an agreement of the corporation to pay the inventor $200 a month. Although the stock stipulated in the votes has been transferred, the inventor has also received some such monthly payments; and the corporation and its officers, and a majority of its directors, at least, take the ground that the inventor, who is also the president and one of the three directors, was entitled to the monthly payments. Growing out of this was a reassignment to the inventor of the patent issued by the United States, to be held by him until the indebtedness because of the omission to make the monthly payments should be made good. The evidence leads us to the inference that notwithstanding the language of the votes, the monthly payments and the transfer of stock were both terms of the bargain with the inventor, and that the clause to that effect in the conveyance was assented to by the plaintiff while he was himself a director, and that he also assented, by his affirmative vote, to the action of the directors on August 19, 1898, in declaring the stipulation for the monthly payment to be an obligation of the corporation. It seems that the plaintiff at the same meeting opposed and protested against the vote that the principal patent, not then issued, should be issued to the inventor, and held by him until the payments in arrears should be made up. The conveyance contained no term requiring a reassignment in case of nonpayment. But it weems that the...