Goodyear Shoe Machinery Co. v. Dancel
| Decision Date | 15 December 1902 |
| Docket Number | 26. |
| Citation | 119 F. 692 |
| Parties | GOODYEAR SHOE MACHINERY CO. OF PORTLAND, ME., v. DANCEL et al. |
| Court | U.S. Court of Appeals — Second Circuit |
Edwards H. Childs, for plaintiff in error.
Roger Foster, for defendant in error.
Before WALLACE, TOWNSEND, and COXE, Circuit Judges.
The plaintiff in error was the defendant in the court below, and brings this writ of error to review a judgment for the plaintiffs. The action was tried in the court below without a jury, a jury having been waived by the parties; and upon the motion of the plaintiffs the trial judge ordered a judgment in their favor upon the pleadings. The action was brought by the administrators of Christian Dancel to recover the unpaid installments alleged to be due upon a written contract between Dancel and the Goodyear Shoe Machine Company executed January 2, 1892.
The assignments of error present the question whether by the terms of the contract the installments were payable only during the life of Dancel. He died in October, 1898, and the unpaid installments accrued subsequently to that date.
As judgment was ordered upon the pleadings, all the averments of the answer, except such as state legal conclusions, are to be taken as true. The defendant by its answer alleged that the contract was a Massachusetts contract, and that by the law of that state the undertaking was a promise to pay during Dancel's life only. This court takes judicial notice of the law of Massachusetts, both statutory and unwritten, and is not concluded by the averments of the answer in respect thereto. Chicago & A.R. Co. v. Wiggins Ferry Co., 119 U.S. 615, 7 Sup.Ct. 398. 30 L.Ed. 519. Whether the installments were payable only during the life of the promisee is a question depending upon the true meaning of the contract, and there is no statute of Massachusetts affecting the question, and there are no controlling adjudications of the courts of that state determining the legal construction of such a contract as the present.
The contract, after reciting that the Goodyear Company had previously become the owner of certain letters patent of the United States issued to Dancel, and of an application made by Dancel for another patent, and that Dancel had by an assignment of even date with the contract transferred to the Goodyear Company letters patent of the United States dated September 8, 1891, and numbered 459,036, granted him for an improvement in sewing machines, contained the following covenant:
'(1) That the Goodyear Company, in consideration of said assignment and of the agreements of said Dancel herein contained, doth agree to pay the said Dancel in each year while the United States letters patent No. 459,036 remain in force as a valid patent, the sum of $5,000 as an annuity, such annuity to be payable monthly in installments of $416 2/3 each.'
There would be no doubt of the meaning of the contract if the words 'as an annuity' had been omitted in the covenant. It would have been a promise to pay a stated annual sum during the term of the patent, or as long as the patent should be enforceable as a valid grant, and would have inured to the benefit of the administrators throughout that period; but these words import uncertainty into it.
An annuity is defined as 'a stated sum, payable annually' (Pearson v. Chace, 10 R.I. 455), or as 'a yearly payment of a certain sum of money, granted to another in fee, for life, or for years' (Kearney v Cruikshank, 117 N.Y. 95, 22 N.E. 580; Bartlett v Slater, 53 Conn. 102, 22 A. 678, 55 Am.Rep. 73). It has usually been judicially defined, in construing testamentary dispositions, marriage settlements, deeds of separation, and promises of a nature to imply the notion of personal enjoyment on the part of the promisee. In Blewitt v. Roberts, 1 Craig.&P. 274, Lord Chancellor Cottenham said:
'An annuity may be perpetual, or for life, or for a period of years; but, in the ordinary acceptation of the term used, if it should be said that a testator had left another an annuity of 100 pounds per annum, no doubt would occur of the gift being for the life of the donee.'
The authorities are collated and their result stated in 2 Am.&Eng.Enc.Law (2d Ed.) 393, as follows:
The Massachusetts decisions cited by the plaintiff in error are to the same effect. On the other hand, it is abundantly settled by the authorities that a bequest or grant of an annual sum, with words of limitation, such as for a definite term or for the life of another person, does not lapse with the life of the annuitant, but survives to his personal representatives; and the words of limitation fix its duration. This was decided by Lord Chancellor Hardwicke in the early case of Savery v. Dyer, 1 Amb. 139, and is said in Montanye v. Montanye, 29 A.D. 377, 51 N.Y.Supp. 538, never to have been questioned since. It is only when there is no explanatory language as to its duration that an annuity is limited to the life of the annuitant.
The plaintiff in error insists that the covenant should be read as if the words 'as an annuity' were the only words signifying the duration of the monthly payments, or as if they qualified in the promise to pay during the life of the patent and limited the duration of the payments to the life of Dancel. If it had been the intention of the parties that the payments should cease with the life of Dancel, that intention could have been easily expressed in a manner to make it perfectly clear by inserting, after the words 'doth agree to pay to said Dancel each year,' the words 'during his life.' We think such was not the intention of the parties.
Looking at the subject-matter of the contract, we find it to be one that concerns the sale and purchase of a patent,...
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