Bruce v. Mieir

[288]

MILLER, J.,

pro tem.

This is an appeal from a judgment of nonsuit entered in the above cause at the conclusion of plaintiffs’ case upon the trial thereof.

The case grows out of an option to purchase certain letters patent which T. Clark Mieir had obtained from appellant's, who were the owners of a two-thirds interest in said letters patent, and which option provided for certain payments, aggregating $9,000, to be made by Mieir to the owners in order to preserve his rights under such option. Mieir also had an option from one Reynolds, who owned the other one-tbird of said letters patent, to purchase said one-third interest for $6,000. These two options were put in separate escrow with the Commercial National Bank of Los Angeles. Subsequently, and on November 13, 1925, Lange and Mieir entered into an agreement which, among other things, recited that Mieir was the owner of an option to purchase said letters patent, and further recited that Lange was the owner of an option to purchase all of the subscribed capital stock of Western Ironite Sash Weight Company. The agreement further recited that Mieir held a contract for the payment to him of a commission of $1500 upon the exercise by Lange of his option to purchase said capital stock, and it was by said agreement provided that Lange would exercise his said option; that he would advance to said Mieir $2,500, to be repaid only out of dividends of said stock; that he would pay $1,000 on account of the purchase price of said patents, and furnish said Western Ironite Sash Weight Company a working capital of !$4,000; that Mieir would assign to Lange the said letters patent, subject to the compliance with said options to purchase same; that Mieir would assign to Lange all interest in said options and execute an order on said escrow in favor of Lange for all of said patent rights, and obtain from the owner of said letters patent a modification of a license to manufacture under said letters that was then held by the Western Ironite Sash Weight Company, in such form as Mieir and Lange should agree to; that Mieir should pay the $1500 commission into said escrow on account of the purchase price of said letters patent; that he was to devote his entire time to the management of said Western Ironite Sash Weight Company, for which service he was to receive $100 a week out of the net profits of said company; that the profits of said com