Staples v. Leidecker

[605]

WASTE, C. J.

Plaintiff appeals from a judgment entered in favor of the defendant in an action to terminate and dissolve an alleged “joint venture” and for an accounting.

Among other things, the complaint alleges that the plaintiff and defendant, uncle and nephew, respectively, entered into an oral agreement by the terms of which “they associated themselves together in a joint venture” for the purpose of manufacturing and distributing certain paper dispensers for which the defendant held letters patent; that it was mutually understood and agreed that the defendant was to transfer and assign his patent rights to a corporation thereafter to be organized and was to cause said corporation to issue forty-nine per cent of its authorized capital stock to the plaintiff in consideration of the latter’s advancement of all funds necessary to finance the manufacture and distribution of such paper dispensers by such corporation; that plaintiff has advanced $4,820.48 for the purposes designated and has otherwise fully and faithfully performed his part of the agreement; that the defendant at all times has neglected and refused to transfer his patent rights to the corporation as agreed and has likewise neglected to organize such corporation and to cause it to issue forty-nine per cent of its capital stock to the plaintiff. The complaint then prays that the oral agreement between the parties be rescinded, the “joint venture” terminated, and an accounting ordered.

The answer denies the material allegations of the complaint and, by way of separate defense, alleges, in substance, that the parties entered into an oral agreement by the terms of which the plaintiff agreed to manufacture one thousand paper dispensers under defendant’s letters patent and to procure and provide the dies necessary to manufacture other paper dispensers thereunder, and further agreed that he (plaintiff) would deliver both the dies and the one thousand paper dispensers to a corporation to be thereafter organized, whereupon the defendant was to transfer to the corporation his letters patent and was to cause the corporate entity to issue forty-nine per cent of its capital stock to the plaintiff. The answer then proceeds to allege that the corporation was organized but has never issued any stock or transacted any business by reason of the plaintiff’s failure to perform the obligations imposed upon