DAVIS IMP. WROUGHT IRONW. W. 00.11. DAVIS WROUGHT IRON W.OO. 699
new, but combination of all these parts alone is secured by the patent. The Underwood patent, No. 205,927, has the open rectangular iron or steel frame, with the ends of the sides which approach the rail so bent as to engage the lower and outer flange. On the side opposite the rail to be pierced, and underneath the single bar which forms that side of the rectangle, is a bail so attached to the frame as to swing out and enable the frame to become firmly attached to the rail, and to hold the frame in position while the drill is in use. In place of the parallel bars made necessary in the Beland patent, there is here a single bar, which forms this side of the rectangle. On this bar a mortised center·piece is placed, and made to slide upon the bar, and is held rigidly in position by a key or set·screw. On the inside of this center.piece is a counter·sink or hole to receive the center of the ratchet-drill. This center-piece is moved along this single bar to the place opposite the hole to be drilled in the rail and then made fast, and the ratchet·drill applied. In this device the mo· tive power which is communicated to the drill is in the drill itself; that is, to the frame adjusted, as described, the ordinary ratchet-drill is applied, which has its own motive power. Besides omitting the parallel bars and the nut holding the feed·screw, the Underwood pat· ent has added the bail and the device for holding the support of the drill fast; that is, the set·screwor key. Thus the combination found in the Beland patent is not found in the Underwood patent. I dismiss this bill on two grounds: First, that the parties plaintiff here-two of the three, at least-are estopped. Second, that there is no infringement.
DAVIS IMPROVED WROUGHT InON WAGON WHEEL WROUGHT IRON WAGON CO.
(Cir?uit Gourt, N. D. New York. June 21, 1884.)
PATENT LAw-LEGAL TITLE AS OPPOSED TO Eq,UITABLE-NOTICE.
The legal title to a patent will prevail over the equitable title, unless the rights of the holder of the leg;al title were acquired with notice of the equities of the party in whom the equitable title is. A corporation is not affected with nol ice of facts hecause some of the pro. moters who organized the corporation had knOWledge of the facts, or because some of its stockholders had notice.
CORPORATION-EFFECT OF KNOWLEDGE OF !:;TOCKHOLDERS.
!:;AME-PRESUMPTION OF KNOWLEDGE.
A corporation is charged with notice of facts known to a director who is an active agent of the corporation in the transaction by his knowledge, although he acquired his knOWledge unofficially.
SAME-KNOWLEDGE OF OFFICERS OR AGENTS. ,
A corporation is not charged with notice of facts known to its officer or agent in a transaction hetween him and the corporation in which he is acting for himself and not for the corporation.
In Equity. R. H. Duell, C. H. Duell, and G. W. Hey, for complamam. John A. Reynolds, for defendant. WALLACE, J. The defendant relies upon its equitable title to the patents in suit to defeat the complainant's bill. The complainant has the legal title to the patents, having taken not only an assignment of the inventions from the Messrs. Davis, who were the inventors, but also the statutory title, the letters patent being issued to the complainant. The defendant claims to have succeeded to the rights of the Davis Iron Wheel Company, under an agreement made by that company with the Davises, by the terms of which the Davises covenanted to apply in the name of that corporation, its assigns or successors, for all patents for any improvements they might invent in iron wagons or any wheeled vehicle, or any parts thereof, and to transfer any such patents which they might procure to the company, its successors or assigns. The patents in suit are for inventions made by the Davises after this agreement was executed. As the complainant has acquired the legal title to the patents, its title must prevail over the equitable title of the defendant, unless the complainant's rights were acquired with notice of the equities of the defendant. Actual notice of these equities is not shown, but the defendant contends that the complainant is chargeable with constructive notice. The defendant was incorporated after the execution of the agreement between the Davises and the Davis Iron Wheel Company, and the Davises were two of the five incorporators. They were also two of its five directors when they assigned to it the inventions patented, and when the letters patent were issued to it. The circumstance that the Davises were promoters or associates with others III forming the corporation is not material. A corporation can have no agents until it is brought into existence, and after that it acts and becomes obligated only throngh the instrnmentality of its authorized representatives. Stockholders cannot bind it except by their action at corporate meetings, and it is undoubted law that notice to individual stockholders is not notice to the corporation, and their knowledge of facts is not notice of them to the corporation. In re Cm'ews Act, 31 Beav. 39; Union Canal Co. v. Loyd, 4 \Vatts & S. 393; Fairfield Turnpike Co. v. Thorp, 13 Conn. 182; The Admiral, 8 Law Rep. (N. S.) Mass. 91. Instances may occur where associates combine together to create a paper corporation, as a form or shield to cover a partnership or joint venture, and where the stockholders are partners in intention. The liberal facilities offered by the I3tatutes of many of our states for organizing such corporations are undoubtedly often utilized by those whose only object is to escape liability as partners by calling themselves stockholders or directors. Where such a concern is formed, a court of equity might treat the associates as partners in fact, disregard the fiction of a corporate re-
DAVIS WP. WROUGHT IRON W. W. CO. V. DAVIS WROUGHT IRON
lation between them, and subject the title of the property transferred to it by the promoters to allY equities which might have existed as against them. If it had been shown here that the Davises formed the corporation for the purpose of transferring to it the inventions and patents which they were in equity obligated to transfer to another corporation, and that they contributed the capital and were the only persons having a substantial interest in the corporation, it might be successfully urged that the corporation would stand in no better position than theirs. Nothing of this, however, is in the proofs; and, in the absence of evidence, the court cannot assume that those persons who have been associated with the Davises as corporators and stockholders have not the ordinary rights and interests of stockholders. The question remains whether the complainant is charged with constructive notice of the defendant's rights because the Davises were directors of the complainant at the time it acquired its interest in the inventions, and when the letters patent were issued to it. The authorities do not agree whether a corporation is to be held cognizant of facts which have come to the knowledge of an officer or director unofficially; but the better opinion would seem to be that if the officer or director is an active agent of the corporation in the transaction affected by his knowledge, it is not material how or when he acquired his information. There is no evidence here to show what took place between the Davises and the other directors or officers of the complainant in regard to the purchase of the inventions, or whether the Davises took any official part in the transaction which resulted in the issuing of the letters patent to complainant. 'l'he defendant relies on the mere fact that they were directors when the corporation derived its title, and insists that this circumstance alone is notice to the corporation of the infirmity of the title it obtained. This is not enough. It cannot be assumed that they participated as directors when they were representing their own interests as parties contracting with the corporation; and it would be most unreasonable to charge the corporation with notice of facts within their knowledge, but which it was not for their interest to communicate to the officers ox to their co-directors. They were selling to the complainant what they had already sold to another, and, if they had communicated the facts, the corporation would have purchased only a worthless title. If they had imparted their knowledge to the other directors or officers they would have defeated the object in view. The general rule which charges a principal with the knowledge of his agent is founded on the presumption that the agent will communicate what it is his principal's interest to know and the agent's duty to impart. In the language of Mr. Justice BRADLEY, the rule "is based on the principle of law that it is the agent's duty to communicate to his principal the knowledge which he has respecting the subject-matter of the negotiation, and the presumption Ghat he will perform that duty." The Distilled Spiri.ts, 11 "\Vall. 367. The rule has no application when an agent divests himself of his fidu-
ciary character and becomes a contracting party with his principal, because there is no reason to presume that he will impart information which it is for his interest to suppress. "When a man is about to commit a fraud it is to be presumed th'1t he will not disclose that circumstance to his colleagues." Kennedy v. Green, 3 Mylne & K. 699. A.ccordingly, it has been repeatedly adjudged that a corporation will not be charged by the knowledge of a director in a transaction in which the director is acting for himself, bec!tuse he represents his own interests, and not those of the corporation. Com. Bank v. Cunnin,qha1n, 24 Pick. 270, 276; Housatonic a: Lee Banks v. Martin, 1 Mete. 308; Winchester v. Balt. a: S. R. 00.4 Md. 239; SelleClt Co. Bank v. Neass, 5 Denio, 337; La Farge Fire Ins. Co. v. Bell, 22 Barb. 54; Terrell v. Bra,nch Bank of Mobile, 12 Ala. 502. As the defendant has failed to show that the complainant's title is affected by notice of the facts upon which the defendant's equities rest, the complainant is entitled to a decree.
E. B. WARD, JR.
Circuit Court,"E. D. Louisiana. June 5,18841.
MARINE TORT-LIABILITY OF SHIP-NEGLIGENOE OF FELLOW-SERVANT.
In the admiralty, no more than elsewhere, should the owner, without fault himself, be held as a general warrantor of the competency of anyof his servants to the others, all alike engaged-in the common employment of naVigating the ship.
Nor in the admiralty should one, as a general rule, be compensated in damages who has, by his own fault, contributed to bring about his own injury. I'M Wanderer, ante, 140, distinguished,
Admiralty Appeal. Emmet D. Craig, for libelant. J. Ward Gurley, Jr., for claimant. PARDEE, J. James Breslin, in April, 1883, shipped as engineer on the steam-ship E. B. Ward, Jr., plying between New Orleans and Central America. The ship sailed at midday on the twenty.eighth of April, 1883, and on the first night out, when in the Gulf of Mexico, between 8 P. M. and 12 midnight, he went on watch in the engineroom. At about 12 o'clock he called a fireman to take his place until he could go on deck to the lunch-room and get his lunch, which was set out from 6 P. M. to daylight, for all who were on duty during the night. In ascending from the engine-room upon the deck, on his way to the pant.ry, he stubbed his foot the curbing of the hatchway, and fell over into the open space several feet to the bot.
by Joseph P. Hornor, Esq., of the New Orleans bar.