Butterfield v. Harris

JAMES, J.

Appeal from a judgment entered in favor of plaintiff and against defendant. The record on appeal consists of a judgment-roll.

The substance of the facts set out in plaintiff’s complaint is contained in the following narrative: Defendant John T. Harris was the inventor and owner of a certain device, process, and apparatus designed for purifying water and other liquids.

[473]

Being without funds to secure patents to protect his invention and process, he solicited the plaintiff to advance to him money to meet his expenses in that direction, and prior to the twenty-second day of September, 1905, plaintiff had advanced to defendant about the sum of one thousand dollars. On the date last mentioned a written agreement was entered into between the parties by which it was provided that Harris was to transfer to a corporation called the Acme Holding Company, which had theretofore been duly organized, all his patent rights and that he was to sell to plaintiff one-fourth of the capital stock of said corporation in consideration of the payment by her of the sum of twenty-five thousand dollars, ten thousand dollars of which amount was to be paid on or before April 1, 1906, and the remainder thereof, to wit, fifteen thousand dollars, was to be paid by applying one-half of the dividends which might be declared from time to time on the stock issued to plaintiff until said amount of fifteen thousand dollars was fully paid. The shares of stock to which plaintiff was to become entitled were to be deposited with a trustee to be held by him until April 1, 1906, and thereupon delivered to plaintiff, providing she had then made payment according to the terms of the agreement. It was further provided that in the event that she should fail to make the payments, or any of them, then the contract should be void and the stock held in escrow be immediately delivered to Harris, together with all parts of the purchase money paid by plaintiff on account thereof. The contract contained the further condition, as a' part consideration therefor, that an indebtedness of Harris in the sum of $9,162 should be paid to him by the Acme Holding Company, together with all expenses for home and foreign patents which he might have incurred. It was alleged that plaintiff devoted much time, effort, and money in promoting and introducing the invention, process, and apparatus and had paid to defendant, between September 22, 1905, and July 1, 1907, more than the sum of ten thousand dollars; that on February 15, 1907, defendant sent a written notification to plaintiff advising that because of her failure to make payments under the contract as she had agreed to make at the time specified the contract was void and subject to his willingness to reinstate it; that notwithstanding this notification defendant continued to solicit financial aid and assistance from plaintiff and urged her to continue to devote her time