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of Directors should thereafter ratify and approve such execution. When this statement was made Mr Lodge, Vice-President of the George MeHes Company, was sitting within four feet (Dyer, p. 343) of Mr. Dyer, and it was thoroughly understood by each and every person there. The proposed agreement was accordingly signed by the George Melies Company, by J. J. Lodge, and was signed by Mr. Dyer as President of the Patents Company and as Vice-President of the Edison Company. It was not, however, at that time signed by the Secretary of either of these last-named companies (whose signatures under the by-laws of said companies respectively were necessary to make the instrument the act and deed of the Company) nor was it signed by the Secretary of the George Melies Company. All the other license agreements were partially executed in the same way. It was at this meeting that Mr. Dyer was informed for the first time of the facts above stated as to the sale of the stock to Max Lewis and the transfer of control of the Company to Lewis, and the defendants accordingly refused to proceed with the execution of the license agreement with the complainant, and thereafter notified it as hereinbefore stated of their election to rescind the transfer of the Edison licenses for fraud and also of their election to terminate the said license agreements of January 31st, 1908, for breach of the condition subsequent as to the control of the complainant Company (Dyer, pp. 343-4; Scull, 367 et seq.; Selig, 297, 298; Spoor, 280; Kennedy, p. 390; Blackton, 397-8; Smith, 400-401; Marion, 395).
The complainant in paragraph XX of the bill (p. 10) avers as a consideration for the alleged promise of the Patents Company to issue a new license to it that the complainant consented to the giving of certain additional licenses without which consent it is alleged the Patents Company under the terms of the previous license agreements could not give such additional licenses, and further that the new licenses were granted upon terms, conditions and stipulations more favoiable to the licensees than those conferred under the original license held by the complainant. This is denied in the answer and the complain