Pratt v. Tuttle

• Decision Date: 29 January 1884
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: Daniel R. Pratt & another v. Bronson B. Tuttle & others

136 Mass. 233

Daniel R. Pratt & another v. Bronson B. Tuttle & others

Supreme Court of Massachusetts

January 29, 1884

Argued October 4, 1883

Worcester.

H. L Parker, for the defendants.

F. P Goulding, for the plaintiffs.

Holmes J. Field & W. Allen JJ., absent.

OPINION

Holmes, J.

This is a bill in equity for an account of the net profits of the sale of certain patented wares, which were made and sold under patents belonging to, or controlled by, the plaintiffs, in pursuance of agreements between the plaintiffs and the defendants Tuttle and Whittemore. By these agreements, Tuttle and Whittemore were to purchase the patents, and, to that end, were to make and sell the patented articles and pay over one half the net profits to the plaintiffs until the whole agreed price was paid, whereupon the patents were to be transferred. The Tuttle and Whittemore Manufacturing Company, a corporation which has actually done the work, is joined as a defendant. All the defendants demur.

There is no doubt that the bill can be maintained against Tuttle and Whittemore. They have agreed to turn over net profits as such. Their obligation is not a simple debt, like that of bankers; Foley v. Hill, 2 H. L. Cas. 28; nor a personal obligation to pay a sum of money from their general funds by way of royalty; but they have made themselves trustees, or quasi trustees, of a specific identified fund, which it is alleged that they have received and not paid over. Such a fiduciary relation founds the equitable jurisdiction invoked, as well as cross demands and complexity of accounts. Badger v. McNamara, 123 Mass. 117, 119. Mackenzie v. Johnston, 4 Madd. 373. Foley v. Hill, 2 H. L. Cas. 28, 35. Padwick v. Stanley, 9 Hare 627, 628. Hemings v. Pugh, 4 Giff. 456, 459. Moxon v. Bright, L. R. 4 Ch. 292, 295. See Barry v. Stevens, 31 Beav. 258.

But the demurrer of the defendant corporation must be sustained. All that is alleged against it is that Tuttle and Whittemore own nearly all the stock in it; that when they made their contracts, they intended to perform them, or a part of them, through its agency; and that, in fact, it has done the work and made the profits to be done and made by Tuttle and Whittemore, as their creature and agent, with full knowledge of their contracts above mentioned. But all this may be true without making the corporation accountable to the plaintiffs.

While it is assumed that the work was lawfully done by the corporation, and there is no attempt to charge it as an infringer of the plaintiffs' patents, which could not be done in ...