Buch. Consolidated Ry. Elec. L. & E. Co. v. U. S. L. & H. Co. its future products. Such a contract, he said, does not address itself favorably to the consideration of the court. In this case an assignment of letters patent for a machine, "together with all improvements I may hereafter make," for the sum of $12,000, was sustained as an equitable assignment of an improved machine subsequently patented to another, and the contract (at p. 701) was said to be one which the vendor had the right to make and was willing to make and by which he was bound. In Printing, &c., Co. v. Sampson (1875), 19 L. R. Eq. Cas. 462, the purchasers of a patent, who were about to form a company for the purpose of using a patented invention, paid the vendors a large sum in shares for assignments of the patents and all future patents which the vendors might acquire "with respect to the inventions or any of them or any of a like nature.” This contract was sustained, and in answer to the objection that such an agreement to assign future patents was against public policy, as tending to discourage inventions, Sir George Jessel said, substantially: "In such cases, there must be first considered the right to freedom of contract on the part of the assignor, and this right, as a matter of the highest public policy, is not lightly to be interfered with." Next, it cannot be assumed that a contract for the product of future labors of a man's brain, as author or inventor, is necessarily against public policy, and, on the contrary, many examples may be given of cases entirely repugnant to this argument, and on which the argument on public policy as to the voluntary restraint is the other way. So far from necessarily discouraging future inventions or mental labor (which is the basis of the argument on public policy), such contracts may fairly be said often to encourage the author or inventor to such work and enable him to invent or produce. It cannot therefore be safe to hold, as was argued in the case, that the agreement was of itself against public policy and void. And in other decisions, contracts for the assignment of future inventions, relating to a particular subject, have been sustained and enforced. Reece Folding Co. v. Fenwick (1905), 140 Fed. Rep. 287; Bates Machine Co. v. Bates, 192 Ill. 138; Birkery Manufacturing Co. v. Jones, 71 Conn. 113; 40 Atl. Rep. 917. My present view is that the question in a court of equity comes Consolidated Ry. Elec. L. & E. Co. v. U. S. L. & H. Co. 77 Eq. finally to the issue, whether on the entire facts admitted or proved, the contract for the assignment of future inventions goes no further than a restraint fairly and reasonably necessary for the protection of the assignee, under all the circumstances of the case. And if no further facts appear on the hearing to change the aspect of the case as it appears in the bill, I conclude that there is no bar to its enforcement, on the ground that on the face of the bill the contract was necessarily a contract against public policy, and that its enforcement against an assignee, even when voluntary and with notice, is inequitable. The bill itself shows the payment to the grantors of the sum of $1,995,000 for the inventions existing and future. The receipt of this sum as the consideration being admitted by the demurrer, it cannot, as matter of law and in the absence of any qualifying facts, be said that an agreement for the transfer of future inventions of the same character, based on the immediate payment to an inventor of such an enormous consideration, is, on the face of it, illegal. Under the circumstances as disclosed, it cannot be held to be beyond the power of the vendors, or to have been as to them, illegal or inequitable. Defendant must answer the case stated by the bill, and the demurrer to the amended bill will be overruled. Before entering an order overruling the demurrer, the stipulation of counsel as to the amendment of the bill and demurrer should be carried out. A bill filed under the General Tax law (P. L. 1903 p. 432 § 59) to foreclose the equity of redemption must allege that some certain amount is due, otherwise it is demurrable. On demurrer to bill. Mr. Porter and Mr. Ernest F. Keer, for the demurrants. Mr. Summerill, for the complainant. EMERY, V. C. A bill to foreclose the right of redemption on a sale for taxes sets out the sale for taxes of $60.28 due and unpaid at the time of the sale, October 19th, 1906, and the purchase by complainant for $72.30 with a delivery of a certificate of sale. The bill is filed under the act of 1903 (P. L. 1903 p. 432 § 59) to foreclose the equity of redemption. The bill fails to allege that any sum is due at the time of filing the bill, and this omission is relied on as one cause of demurrer. The objection is well founded. Every bill must disclose with sufficient certainty the right of complainant on which the decree is prayed. Defendant is called into court to be foreclosed on failure to pay a debt charged on his land and the existence and amount of the debt which he is asked to pay is a part of the complainant's case for equitable jurisdiction, which should be stated in the bill as the foundation of complainant's right to the decree for pay River Realty Co. v. Blumenheim. 77 Eq. ment which is prayed. Proof of the amount claimed to be due may undoubtedly be made prima facie by the mere production of the certificate of sale, and the burden of proving tender or payment is on the defendant. But this matter of proof required does not affect the necessity of expressly alleging in the bill as the basis of complainant's right to a decree, that a certain debt is due, secured on defendants' lands, for the failure to pay, which debt within the time fixed by the court complainant prays foreclosure of the right to redeem. In all forms of bills to foreclose mortgages, this allegation as to the amount due appears, and the allegation is not, I think, superfluous. Proof of the amount due is made prima facie by the production of the bond and mortgage, but the statement as to the terms of these in the foreclosure bill does not seem to have been considered as of itself a sufficient statement that the amount thus appearing to be due is in fact due on filing the bill. That the facts on which is based complainant's right or title to the equitable relief sought, must be stated with certainty and clearness, is one of the fundamental rules of equity pleading. St. Eq. Pl. § 241. The form of bill in this case was taken from Mr. Black's book on Taxation, recognized as a very careful statement of the laws and decisions on taxation, and for that reason I have considered at some length the question of the correctness of the form in this particular, which probably was not specially called to the author's attention. 1. The complainant purchased from the receiver of an insolvent corporation its assets, comprising its name and good will as a going concern, including certain secret formulas and formula notes (commonly known as trade secrets), relating to the manufacture or composition of inks, mucilage and sealing wax, discovered by the defendant while an officer and manager of the insolvent company during the time it was in operation, and by him communicated to that company, and who moreover was afterwards employed by the receiver as general manager in continuing its business until a sale could be made as a going concern, and as such manager, and under the receiver's directions, showed the formulas and formula notes to prospective purchasers as assets of the company, and was employed by the complainant after the purchase. Upon a bill to enjoin the proposed sale of such formulas and formula notes by the defendant, who claimed that, as inventor or discoverer, he still had the right to sell them or disclose them to others, and that complainant's rights thereto were not exclusive-Held, after examination of the evidence that as between the defendant and the company, which was wound up as an insolvent corporation, it was intended that they should be its exclusive property, and that they passed to the receiver and to the purchaser of the assets from the receiver, as part of the property assets of the insolvent company and that defendant's attempt to deprive the complainant of the substantial benefit of its purchase by said proposed sale by him would be enjoined. 2. The form of the injunction issued in Morison v. Moat (Vice-Chancellor Turner, 1851) 9 Hare 241; affirmed on appeal, Ibid. 267, approved and followed. Heard on bill, answer, replication and proofs. Mr. Frank Benjamin. for the complainant. Mr. Elwood Pomeroy. pro se. |