Vocalion Organ Co. v. Wright

Citations

• 137 F. 313
• 1905 U.S. App. LEXIS 5225

Syllabus

<p>1. Contracts—Rules of Construction.</p> <p>In construing a written contract the court should put itself in the situation of the parties at the time it was made, so as to view the circumstances as they viewed them, and so to judge of the meaning of the words and the correct application of the language of the contract, taken as a whole, to the things described.</p> <p>2. Same—Construction—Contract fob Interest in Future Inventions.</p> <p>Complainant was a corporation engaged in the manufacture of musical instruments, including organs, and defendant was the superintendent of its factory, and had made certain inventions in relation to organs. A new contract was made between them by which, in consideration of an increased salary for a term of five years, it was provided in clause 2, which was the principal one, that a one-half interest in all improvements or inventions made by defendant during the term .“in or relative to organs, both keyed and automatic,” should be assigned to complainant, and they should be at once patented at complainant’s cost. By clause 4 it was provided that complainant should have the exclusive right to purchase and use improvements and inventions made hy defendant during the term “in self-playing pianos or self-playing devices for playing pianos,” on such terms as should be mutually agreed upon. Defendant made and patented certain inventions which were applicable equally to organs and to self-playing pianos. Held, that such inventions came within the provisions of the sécond clause of the contract, being of the class which it was the principal purpose of the contract to cover, and that complainant was entitled to an assignment of a half interest therein without further payment than that provided for by the contract</p>