Evening star. [volume] (Washington, D.C.) 1854-1972, 1893-04-22


ton Of ths other msmbsrs Of this contemplated
pany advancing all this capital. He says:
where's It IL desirable to form . stock company
to patent in this and foreign countries and manufact
ure and sell the instruments and devices relating TO
said new means and 70 push Investigation to its
further DEVELOPMENT now.
Therefore. consideration Of the rrsmisss that
IS in consideration Of the forming Of Q stock company
TO patent, manufacture and sell these instruments
&C. not the subscription to and payment Of the stock
in actual money. but simply the formation of the
company. That was his object
The trouble about most Of these transactions Is that
there is no definite understanding between the
of the invention and those who come in to assist him.
to the extent Of the financial aid he is to
ceive. and that may be Of the troubles In this
case unless IL be true that he really party to
that Decentralization Fund which will speak Of in
moment But everything. it seems to me- excludes
the idea that he expected these gentlemen to put mp in
money the whole capital stock He did expect some
financial assistance but unless II is definitely deter
mined by that Decentralization transaction there is
nothing in the to show the amount Of inan
cial aid that he was to receive.
But now we come to that question Of the Electro
Iteration Fund:
These gentlemen to get three-quarters Of this
stock in consideration Of their organization Of the
company and Of their efforts to promote the msnufac
ture ana sale Of this invertion and. undoubtedly Of
some financial aid. What was the extent of it.
fund OF $40 900 was subscribed to by number of in
dvduals, Webb and others say in order to pay up
their money considerations Coz this three-Quarters of
the Inventions devices. &C. of Dr. Sanche, and three
quarters Of this stock paid for by transfer of this
quarters of the invention. shown by the sub
scription list Now the defendant denies that he was
privy to that Webb swears positively that sanche
knew ell about it and was party to it. We find the
Of his children. in his handwriting attached to
list which is produced in evidence.
We find the list Of subscribers has printed heading
which is pasted on.
I'VE. tine undersigned, hereby subscribe and will
pay the amount sat opposite names in cash, q
H,,,.
Devices of Dr. Hercules Sanche. relating to Electro
hbration.
This fund is principally to be applied to obtaining
patents on said Inventions and Devices and to be
paid to the secretary Of the Decentralization Com
pany and expended under the direction of the board
of directors for such purpose.
The capital stock of the Rehabilitation Company
shall be 81 000 600 divided into TO- 600 shares Of par
value of 300 each. The subscribers to the above
named fund. as owners of three fourths in
terest In the patents hereafter to be obtained pro-
pose to subscribe that interest and 500 shares
OF the capital stock Of the said Rehabilitation Com
pany. as fully paid-up stock Of said company.
DIR Hercules Sanche subscribes his one fourth in
terest for 800 shares of the fully padup stock Of
the company making in all TO- 900 shares of fully
paid up-stock.
Each subscriber hereby agrees to leave one-hsf Of
the stock which he subscribes in the the
company a reserve. be sold under the direction
of the board Of directors whenever necessities Of
the company deInand''
If he was party to that Arrangement that settles
the amour. which be paid in cash as a consii-
Grafton for this transfer to be applied to the expenses
OF perfecting and developing the invention. 1t is
claimed. however that this was not the origina
paper. but that is heading pasted to the SUBJ
scription list for the stock.
The paper which 1t was pasted was ORIGINALLY
prepared as subscription list for the stock 1t began:
New Orleans. La.
Sept. IA, 1887.
"Messrs. JOHN n. WEBB. TIMOTHY MoRoNEY.
C. DOREMUS, Trustees
I'VE. the undersigned DO subscribe the number Of
shares opposite to be paid for in install.
inents OF % per cent organization and equally in
80. To and so days thereafter or may be required
by the board Of directors for in the CAPT:
tai stock of corporation to be styled Electrolibra-
ton Company to 6e Incorporated under the laws of
Alabama Louisiana. bus principal place Of business
to be in New Orleans, La
But that was evidently changed and it was con-
vered into subscription list of money to fund and
this was pasted in place Of that 1t is said that he
was not prfvy TO that. II he was not no one else
was The objection applies to every one Of these
Names but it seems to me that the weight of evidence
is that ne was parry TO that Webb most positively
swears thar hs knew all about it.
We find that i'll signing the names Of his elatives
twas origIna ly prepared subscription list for
shares but that struck aud then il is used as
money subscription 1t shows the number of shares
struck out and the dollar mark put for money
Aurel sanche and Ella Sanche parties for whom
ne subscribed, and there were no shares opposite
those names. nor opposite the name of McAliis err
another "f his relatives nothing but money So that
IL looks to me on the whole. though he really were
apariy to that. If he not then taere never was
an amount agreed on to be paid by the Others That
Is the only evidence as to the amount of money that
was 70 De ald Ii he was not party to that then
all the consideration he expected was a vague and i'll
definite cons Iteration in the of assistance But
am very it was never a part of tine aorae
nent that this fund oss750 900 to be paid up in
money. think the thing contemplated that
these gentlemen were to manage his invention and
assist hiil- undoubtedly 10 some extent. financially
either by cash by raising money On their own ne-
sonai Credit or by te sale Of stock. only evil
dence OF any definite amount being understood, as
tie ea inS consideration of this transfer was what
relates to that Decentralization Fund.
Now. SO much TO: the alleged breach or not having
tho whole stock.
Then there is general alteration in the answer that
they uid no. comply with their ENGAGEMENTS and did
not advance money sufficiently, g.. 1t appears that
they had difference about establishing a plant in
Detroit which was to cost as 600; and there they
spit And there Is where the trouble always comes
bet"een the inventor and the people who pu. in the
money de Is FOR going on experimenting indef-
nteiy, out the O hers DO like to put in CAPITAL
unless they see somek ping coming out of it. But
supposng that his ant is true had he the right
TO take the course he did: 1t an elementary pr,nc
pie Of law that where party has received some bepe-
mt undera contract he has right to resci..d the
whoe contract He cannot place the party in the
same position in which he before. 1t cannot be
denied That sanche g1t good deal of the transac-
ton. These gentlemen associated with him xave him
their time they got lis invention Use; they laid
MIN salary Tor two years and assisted him in yari.
Gus ways, SO that hs certainly de lived some adyan-
age from he contract and If they did not do every
thnH ne had no tight to aks the law his own hands
and Tes1.nd the contract anu reclaim the property
which he had assigned to them If he is to be con.
sldered the originator If this term .ELECTgO-
POlsE" a. the same time it he considered that he
ASSIGNED it TO them and they used it. lie had no rvht
to claim the property and rescind the transfer of his
invention and OF his trale mark to them In the
case VI an executory contract, If it is not the
party may have right in defense % an action to re-
coup and may recover da Esges himself but cannot
set aside the whole contract And still less where the
contract is executed by transfer of title And vet
that is what lie has undertaken 10 do here
Now. so much for the breaches of contract which
have been relied upon as defense fo- the reuey
sought in this case.
The next thing relied upon is the alleged irreru
lcry and iegality in the formation of the corpora
ton i.sslf.
1t 10 al eyed .hat this is fraud uoon the law of
Alabama, watch requires that the stock shall be maid
up N money or moneys value. There is some in on
sistency in Sanches CAIN. While he alleges that
hese gStlelnen were to pay up one million dollars
Cor this united invention yet objects to their nav
ent for their stock in invention which WAS merely
experiment and OF no commercial value think
Re whoe answer to this objection is found in the fact
hat the defendant assisted in the organization of tina
'rporaton and dealt with it legal body. and he
'nnot now avoid his contracts with by questioning
layat .r