Noble v. Joseph Burnett Co.
| Decision Date | 01 March 1911 |
| Citation | 208 Mass. 75,94 N.E. 289 |
| Parties | NOBLE v. JOSEPH BURNETT CO. et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Loring, Coolidge & Noble, Channing & Frothingham, and Allen, Weyburn & Holmes for plaintiff.
C. F Choate, Jr., and T. W. Streeter, for defendants.
Under the original contract with Joseph Burnett & Co., Markoe was to devote his time and skill to produce formulas of the kind therein specified, 'for the mutual benefit of himself and said copartnership,' and to permit the firm to make use of the formulas for manufacturing purposes. And the firm was to manufacture and put upon the market such compounds made in accordance with any of these formulas as they believed capable of yielding a profit, and to pay Markoe 'a fair and equitable share of the net profits.' The bill alleges that an accounting would be an extremely complicated and difficult matter, and that the common law, for that and other reasons, would afford no adequate and complete relief. Under these circumstances it is manifest that if the plaintiff is entitled at all to any portion of the net profits, equity has jurisdiction at least against the respondents, who are the surviving partners of the old firm of Joseph Burnett & Co.; and this is so, irrespective of the question whether or not under the agreement the contracting parties became partners. Pratt v. Tuttle, 136 Mass. 233, and cases cited; Hallett v. Cumston, 110 Mass. 32.
But it is contended by the defendants that the agreement is too indefinite to be enforced. In support of this contention they argue that what is a fair and equitable share of the net profits cannot be determined and hence the plaintiff can have nothing. The allegations of the bill show that this work was done by Markoe not gratuitously, but under a promise to receive a portion of the proceeds. The work has been done and the bill alleges that great profits have accrued, and the only thing to be done is for the defendants to pay over a fair and equitable share of the profits. The plaintiff does not call upon the court to state the rule in accordance with which the profits already obtained and now in the hands of the defendants shall be divided. The contract itself states the rule--a fair and equitable share. The plaintiff simply asks that this rule shall be applied not to future probabilities but to past facts. There is nothing to show that the rule is so indefinite or that its application is so impracticable that it cannot be applied with reasonable certainty to the circumstances under which the profits were made. See McMurtrie v. Guiler, 183 Mass. 451, 454, 67 N.E. 358. The case is clearly distinguishable from Marble v. Standard Oil Co., 169 Mass. 553, 48 N.E. 783. And the same may be said of Fairplay School Township v. O'Neal, 127 Ind. 95, 26 N.E. 686, Des Moines v. Des Moines Waterworks Co., 95 Iowa, 348, 64 N.W. 269, Faulkner v. Des Moines Drug Co., 117 Iowa, 120, 90 N.W. 585, and Pulliam v. Schimpf, 109 Ala. 179, 19 So. 428; all of which are cited by the defendants.
It is next contended in support of the demurrer that in no event can the respondent corporation be held. In support of this it is urged that the bill does not set forth any contract between Markoe and the corporation, that in this commonwealth the beneficiary of a contract cannot sue the obligor at law or in equity, that there has been no novation, and 'no new consideration for any new contract with the corporation,' and further that none of these processes was patented, that they were all merely trade secrets and that if the owner of a trade secret divulges it without imposing restrictions against its divulgence by his confidant to another, any one, who through the confidant or otherwise gets knowledge of the secret, can do with it as he chooses.
We do not understand the plaintiff to put his...
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Eno v. Prime Mfg. Co.
...in reliance upon the promised compensation, have been held sufficiently definite to maintain actions to enforce them. Noble v. Joseph Burnett Co., 208 Mass. 75, 94 N.E. 289;Silver v. Graves, 210 Mass. 26, 95 N.E. 948;Brennan v. Employers' Liability Assur. Corp., Ltd., 213 Mass. 365, 100 N.E......
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Noble v. Mead-Morrison Mfg. Co.
...definite to warrant recovery. The defendant's request for rulings, numbered 7, to 13, were denied rightly. Noble v. Joseph Burnett Co., 208 Mass. 75, 94 N. E. 289. The contract was oral and there was sharply conflicting testimony as to its terms. The ascertainment of the contract as actuall......
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Eno v. Prime Mfg. Co.
...in reliance upon the promised compensation, have been held sufficiently definite to maintain actions to enforce them. Noble v. Joseph Burnett Co. 208 Mass. 75 Silver v. Graves, 210 Mass. 26 . Brennan v. Employers Liability Assurance Corp. Ltd. 213 Mass. 365 . Dixon v. Lamson, 242 Mass. 129 ......
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Coram v. Davis
... ... estate should be settled once for all in one suit. Noble ... v. Joseph Burnett Co., 208 Mass. 75, 94 N.E. 289 ... 4. If ... the bill ... ...