Jones Cold Store Door Co. v. Jones

Decision Date25 June 1908
Citation70 A. 88,108 Md. 439
PartiesJONES COLD STORE DOOR CO. OF WASHINGTON COUNTY v. JONES.
CourtMaryland Court of Appeals

Appeal from Circuit Court, Washington County, in Equity; M. L Keedy, Judge.

Suit by the Jones Cold Store Door Company of Washington County against Richard Jones. From a decree dissolving a preliminary injunction and dismissing the bill, plaintiff appeals. Affirmed.

Lewis D. Syester, for appellant.

Palmer Tenant and C. A. Little, for appellee.

BRISCOE J.

This appeal is from a decree of the circuit court for Washington county dissolving a preliminary injunction and dismissing the bill of complaint. The object of the proceeding was to restrain the appellee from patenting and disposing of certain devices and articles in the line of the cold store business and from manufacturing, selling, or disposing of any cold store doors, or any of the appurtenances or other equipments in connection with the cold store door business, contrary to and in alleged violation of the terms of an agreement set out in the bill of complaint, dated the 27th day of February 1906. The facts of the case appear from the record to be that the appellee and one W. F. Elgin were partners in the manufacture of cold store doors and appurtenances, and other equipments in connection with the cold store business. This partnership continued until the 27th of February, 1906, when it was dissolved, and a corporation, under the name of the Jones Cold Store Door Company of Washington County, was formed by Jones, Elgin, and other persons, and, in consideration of $2,500 of the capital stock of the corporation paid to each, Jones and Elgin conveyed, transferred, and assigned to the corporation all of the property, business, effects, rights, and things belonging to the partnership.

This controversy arises, and the questions involved are based upon the following provisions of the contract dated the 27th of February, 1906, between the appellee Jones and W. F. Elgin, one of the directors of the appellant company: "I, the said R. E. Jones, in consideration of the sum of twenty-five hundred dollars in stock of the new corporation aforesaid, do hereby agree and consent to set apart, turn over, surrender, and give unto the said new corporation, 'the Jones Cold Store Door Company,' all my right, title, interest, and every claim I have for services and in any and every manner, to the stock, good will, equipment, fixtures, bills receivable, and money on hand belonging to the former partnership; and, further, I do assign and turn over to the said corporation all my patents granted, applied for or pending, relating to the purposes aforesaid. And I do hereby authorize and direct the Commissioner of Patents of the United States to enter upon the books thereof the assignment of all my rights, title, and interest in and to all patents granted and applied for by me to the Jones Cold Store Door Company of Washington County. And I do expressly agree that I will not patent and dispose of to any other corporation, concern, or company any device, thing, article, or part thereof in the line of the business hereinbefore referred to for a period of five years from the date hereof, but, in the event of such a change conceived of or invented by the said Jones of any of the patents or devices in use, then the said Jones agrees to submit the same to the said company or corporation for their adoption, approval, or acceptance, and if the same shall not be accepted, and a price therefor shall not be agreed upon, the same shall be withdrawn by the said Jones, who hereby expressly agrees that he will not dispose of, transfer or assign to any other person, corporation, or company any such patent, device, or thing for the period above set forth, to wit, five years." The record shows that, in accordance with the terms of the agreement, the appellee, Jones, on or about the 2d day of March, 1906, assigned and transferred in writing to the appellant corporation his right, title, and interest to a patent, and patent right, for "refrigerator door fasteners," and also his right to a certain invention known as a "refrigerator door hinge," for which letters patent had been applied for. These two assignments and transfers were duly entered for record in the Patent Office of the United States and recorded among the "Transfers of Patents." The appellee thus agreed that he would not patent and dispose of any device, thing, article, or part thereof in the line of business to be carried on with the patents assigned for the period of five years; and, further, he agreed, in the event of such a change conceived of or invented of any of the patents or devices in use, to submit the same to the corporation for their adoption, approval, or acceptance, and, if the same should not be accepted upon a price to be agreed upon, the same should be withdrawn by him. And he further expressly agreed that he would not...

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