Coburn v. Bardwell ( 1922 )

De Courcy, J.

The bill and cross bill raise questions of the interpretation and performance of a written contract, dated July 12, 1919. It was made between the individual plaintiffs, comprising all the directors of The Coburn Cotton Harvester Company, and the defendant Bardwell; with whom the defendant Prouty was subsequently joined with the assent of the plaintiffs. The provisions of the agreement, so far as now material, are as follows: The Harvester company is the owner of the Co-burn flexible stem, which is a spiral strip of metal, with teeth bent into minute hooks, designed to be used in a machine for picking cotton in the field. The directors, holding a large majority of the outstanding stock of the corporation, and in its name and behalf, transferred to Bardwell the exclusive right, until October 1, 1920, to construct and demonstrate a machine equipped with said patent. In the event of his producing a successful machine, a Massachusetts corporation was to be formed, the property of the plaintiff corporation was to be transferred to it, and he was to receive a certain proportion of its capital stock. If he should fail to construct a successfully working machine, he was to deliver the machines, patents and plans to the plaintiff corporation.

The trial judge made these findings of fact, among others. The Coburn stem is designed to be pushed into or upon the full cotton boll, and on being pulled back the teeth or hooks are expected to pull the cotton off. Much time was spent by the defendants in attempting to produce an eccentric movement which would withdraw the stem from the cotton boll while the machine was travelling forward, without breaking the plant. After the details had been completed, and a patent applied for, the machine was taken to a cotton field in North Carolina, and tried out on September 29, 1920. It picked only a very small proportion of the cotton in the section of the field which it traversed. Attempts were made to solve the problem by modifying the length, number and position of the stems, but the judge finds that it was not so solved. He adds: "I cannot find that in any sense of the word the defendants ‘have demonstrated the success of said machine.’” The plaintiffs offered to extend the time within which the contract was to be performed, but the defendants refused any extension, insisting that the contract had been fully performed on their part.

It seems plain that a reasonable interpretation of the contract required the defendants to construct a successful working machine, one capable of picking cotton in the field. This they failed to do. Even on their construction of the contract, that they were only to construct a machine which would properly operate the patent stems, we cannot say that the decree was unwarranted, in view of the findings made by the trial judge. And for the same reason the cross bill was dismissed rightly.

In our opinion, however, the form of the decree should be modified. We find nothing in the record to call for the broad and indefinite fifth paragraph, and this should be omitted. And the first paragraph should be amended by reserving to the defendants, in accordance with the express provision of the contract “the exclusive right to all benefits to be derived from the use and application of all patents or patentable ideas or devices originated by the party of the second part or any person in his employ for any purpose other than the use thereof in machines constructed for the purpose of picking cotton.” An appropriate modification of the decree is to be made, and as thus modified, it is to be affirmed with costs.

Ordered accordingly.