We use Optical Character Recognition (OCR) during our scanning and processing workflow to make the content of each page searchable. You can view the automatically generated text below as well as copy and paste individual pieces of text to quote in your own work.
Text recognition is never 100% accurate. Many parts of the scanned page may not be reflected in the OCR text output, including: images, page layout, certain fonts or handwriting.
66
by all that the agreements were not to become binding until ratified by the Board of Directors of the Picture Patents Company.
That this ratification by the Board of Directors was never made appears from the testimony of Mr. Scull, the Secretary, and a Director, of the Company (p. 370).
To be sure the licenses were signed by Mr. Scull, the Secretary of the Company, and the seal of the Company affixed, the same being done, however, as Mr. Scull testified, without authority from the Board of Directors, and that he had no authority to do so is apparent from an examination of the by-laws (p. 371). In any event the license to complainant was never delivered and never became obligatory.
Mr. Scull testified that he signed the various licenses (including the one running to complainant), not on the 18th of December, but on the morning of December 19th (p. 368), and that the seal of the Company, which was at 10 Fifth Avenue, where the meeting of the 18th was held, was taken by him to his home in Orange, N. J., that night, where on the following day he affixed the seal. After affixing the seal he received a message from Mr. Dyer (p. 368) not to sign and seal the Melies Company license, or to deliver it, and that the agreement continued in his possession until the beginning of the pending suit (p. 369).
At this point we digress for a moment for the purpose of indicating by two or three cases that a court of equity will never decree specific performance of an agreement of such a personal nature as a license agreement under a patent, in the absence of an express and distinct understanding before the execution of the same so to do, which such understanding will be searched for in the record in vain.
See to this efifect:
Eclipse, etc., vs. Woodmanse, 24 Fed., 650, 653;
Curren vs. Craig, 22 Fed., 101;
Locke vs. Lane, 35 Fed., 289;
Amer. & Eng. Enc. of Law, Vol. 22, p. 435;
Amer. & Eng. Enc. of Law, Vol. 18, p. 1140;
and
Eastern, (&c. Co. vs. McGaw, 42 Atl., 923, 1036.