1 Robbins. Edison Storage Battery Co. v. Edison Automobile Co.

name of "The Edison Automobile Company of Washington, D. C."

Young Mr. Edison and the elder Mr. Joslin have made affidavits on this subject, which affidavits are not entirely in accord.

Young Edison swears that the object of the interview was to have the help and co-operation of young Edison in forming and incorporating under the laws of New Jersey a company with the name of "The Edison Automobile Company of Washington, D. C.," having for its object the conducting of an automobile storage and repair business in Washington and elsewhere in the United States, and that the principal object of Joslin was, as he stated, to get young Edison's consent to the use and insertion of the word "Edison" in the name of the proposed corporation; and he swears that he stated to Mr. Joslin that he could not enter into any agreement for the formation of any corporation or copartnership or other business arrangement in which the name of Edison was to be used without obtaining the full consent of his father. He stated, so he swears, that the use of his father's name was valuable, and that under an arrangement existing between him and his father he could not and would not permit the use of the name as proposed unless his father expressly consented thereto. Joslin thereupon said that he would call upon the elder Edison and ask his consent. That subsequently Joslin stated to young Edison that he had seen the elder Edison at his residence in Llewellyn Park, in Essex county, New Jersey, and had obtained his consent to the proposal; the language being, so young Edison swears,

"Yes, I have been to see your father and I had a very pleasant conversation with him, lasting about an hour, or an hour and a half, and your father seemed very much pleased at the prospect of your bettering yourself, and he has given his full consent for you to connect yourself with the corporation I propose to form, provided you keep the business you are now engaged in intact."

That he construed the language of Joslin to be that his father had consented to the use of his name, and thereupon he entered into a written agreement with Joslin, a copy of which is annexed

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to his affidavit, and is not disputed, to the effect that the name of the Automobile Company of Washington (Joslin's company) was to be changed to "The Edison Automobile Company of Washington," the capitalization to be $100,000. The writing provides for the disposition of the stock and also contains an agreement to cancel an amount of $6,256.75 due to Joslin by his company, and that young Edison was to be the president and manager with a moderate salary, but a large majority of the stock was to be under the control of Joslin.

Acting upon that contract, Joslin immediately employed a corporation company in Camden to organize the proposed corporation, and it was so organized with three persons named as directors, who, it appears now, had no interest whatever in it. except one W. B. Walcott, as to $1,000, and the control of the whole affair was turned over to the Joslins.

The purposes of this corporation, as set forth in its certificate, are very broad, viz., to manufacture, buy, sell, deal in and deal with and operate automobiles, &c.; to manufacture, buy, sell, construct, deal in and deal with engines, machinery, apparatus, tools, equipments and all things in connection therewith, necessary, convenient and useful in manufacturing, buying, selling and dealing in and with automobiles and motor vehicles; to manufacture, purchase, own, lease, &c., sell and dispose of, and deal in and with machines, compressers, generators, storage batteries, pumps, &c., for the manufacture, production, generation, distribution, use, supply and application of electricity, compressed air, oil, gas or other motive power, &c.

As soon as Mr. Thomas A. Edison heard of this organization. that is on the 12th of October, he caused a letter to be written to that one of the organizers who was stated in the certificate to be the holder of almost all the stock, forbidding him to use the name of Edison, and he received a reply, saying that they were not using the name of Thomas A. Edison; that the name used was that of W. Leslie Edison, and that it was so used at his direction.

Shortly afterwards, to wit, on the 16th of October, young Edison filed a bill in the equity side of one of the courts of the District of Columbia against the Edison Automobile Company

1 Robbins. Edison Storage Battery Co. v. Edison Automobile Co.

of Washington and the two Joslins, asking that they be restrained from the further use of the name "Edison" and offering to return to the company, or to the Joslins, certain shares of stock in that company which were issued to him.

On the filing of that bill an interim restraint was granted. which was afterwards discharged upon the application of the defendants and upon an answer and affidavits made by them and filed, the grounds upon which the judge discharged it being that the bill was based upon the value of the name "Edison". generally, and the complainant, William L. Edison, could not complain of that, and that Thomas A. Edison was not a party to the suit.

Thereupon the bill herein was filed on the 2d of November and an order to show cause granted thereon.

The affidavit of Mr. Joslin, as I have said, disagrees somewhat with that of young Mr. Edison. Joslin says that at the interview between him and young Edison the proposition was that the separate business of each should be combined, and that it was not for the purpose of getting Leslie Edison to consent to the use of the name "Edison" but was for the purpose of getting Leslie Edison to act as manager and president of the combined business; that he did not inform Leslie Edison that his principal object was to get his consent to the insertion of the name "Edison" in the proposed corporation. (This statement, that the principal object was to get Mr. Edison to combine the business of the two establishments, namely, that of Edison and that of Joslin, and that Edison should be the manager and president of the combined business is important.)

Joslin further swears that young Edison did not, at that time, or at any other time, state to deponent that he could not enter into any agreement for the formation of any copartnership or other business in which the name of Edison was to be used without obtaining first the full consent of his father, &c., and denies that young Edison said anything about his inability to use the name of Edison in any business; but Joslin swears that Edison told him that he could not combine his business, known as the Edison Automobile Station, with any business without

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the consent of his father, and that he did not believe that his father would consent to such combination, as his father had established the Edison Automobile Station for him (Leslie Edison), and that he suggested that he (Joslin) should see his father (Thomas); that, acting on the suggestion of Leslie Edison, he (Joslin) did see Thomas A. Edison with reference to the combination of the business, but that Thomas A. Edison would not give his consent to such combination, stating that he had established the Edison Automobile Station for his son Leslie and wished to see what success he would have in operating the same did not wish it combined with any other business. And he says he (Joslin) said nothing to Thomas A. Edison with reference to the use of the name "Edison" by the proposed corporation or any corporation. (This is also an important circumstance.)

He further swears that after the interview with Thomas A. Edison he (Joslin) had another interview with Leslie Edison, and that at the last interview he did not inform Leslie Edison that his father (Thomas) had given his consent for Leslie to connect himself with the proposed corporation or any corporation, provided he kept the business, known as the Edison Automobile Station, intact; but at that interview he informed. Leslie Edison that his father was not willing that Leslie should combine the business with that of the Automobile Company of Washington, as the father wished to see what success Leslie would have in that business. That after that conversation the contract set out in Leslie Edison's affidavit was entered into (which, as we have seen, was a contract not for the formation of the new corporation but for changing the name of the old corporation). The affidavit of Mr. Joslin further proceeds to state that instead of changing the name of the Automobile Company of Washington to the Edison Automobile Company of Washington, he (Joslin) caused the defendant company, the Edison Automobile Company of Washington, D. C., to be incorporated with a capital stock of $100,000. Joslin's affidavit then goes on to state that immediately afterwards a meeting of the directors was held and that Leslie Edison and W. B. Walcott, a majority of the directors of the corporation, were

1 Robbins. Edison Storage Battery Co. v. Edison Automobile Co.

present, and that resolutions were passed by which the Edison Automobile Company bought the business of the old automobile company of Washington for $79,000 in stock in the new company; that Leslie Edison was elected president and general manager and Walcott was elected secretary and treasurer of the company, and that the minutes were written up and agreed to by young Edison, and that the whole of the $79,000 of stock was issued to Joslin and he transferred $20,000 of it to young Edison.

He further states that it is not the intention of the Edison Automobile Company to manufacture anything, but only to sell and deal in automobiles.

How young Edison came to be a director does not appear, for the original certificate of organization, a copy of which is annexed to the bill, shows that Edward H. Chew, Wilfred B. Walcott and Mr. G. of Camden were the original incorporators and directors and that Mr. G. subscribed for all the stock except two shares.

Now, it is to be observed that according to Joslin's story the original purpose of the deal between the Joslins and young Edison was that the two separate businesses carried on by the Joslins and young Edison severally in the city of Washington should be combined; but when the Joslins found that the father, who probably owned the young man's business in Washington, would not consent to that, they were perfectly content to have young Edison as president and manager of their old business when transferred to the new corporation, and leave him at liberty, at the same time, to preserve and maintain and manage his own original business.

At the same time, the complete control of the new corporation remained in the Joslins, and they, having installed the name "Edison" in their corporation, could vote him out and deprive him of all voice in the company at the very next meeting of the directors.

According to Joslin's account, no mention was made by him to the elder Edison of any intention to use the word "Edison"nor, indeed, to the younger man-until the contract (which was