Printing and Numerical Registering Company v Sampson
| Jurisdiction | England & Wales |
| Date | 1865 |
| Year | 1865 |
| Court | Equity |
Patent - Assignment - Covenant to assign future Patents of like Nature - Public Policy.
An agreement by the vendor of a patent to assign to the purchaser all future patent rights which the vendor may hereafter acquire of a like nature to the patent sold, is not contrary to public policy.
IN August, 1872, Marcus Bebro, William Ashcroft, and Simeon Sampson (the Defendant in this suit) were entitled to seven-eighth shares of letters patent relating to inventions made by Bebro, described as “inventions applicable to the mechanism or apparatus employed for numbering and printing tickets consecutively, and for containing and delivering tickets or continuous lengths of paper, or other similar materials;” and it was intended to form a company with limited liability for the purpose of purchasing and working these patents. Accordingly an agreement in writing, dated the 31st of August, 1872, was entered into between Bebro of the first part, Ashcroft of the second part, the Defendant of the third part, and E. Samuelson of the fourth part, whereby the parties of the first three parts (therein called the vendors) agreed immediately after the allotment of shares in the proposed company to deduce a good title to the aforesaid shares in the said patents, and to assign the same to the company, or trustees for the company; and thereupon the company was to pay to the vendors a sum of £48,750 in such shares and at such time and in such manner as thereby provided. The agreement contained the following stipulation:— “The vendors shall enter into a covenant with the said company to assign, as and when required by the company or their directors, all future patent rights, or in the nature of patent rights, which they or any of them may hereafter acquire with respect to the aforesaid inventions, or any of them, or any of a like nature in the United Kingdom, or any part thereof, the Channel Islands, the Isle of Man, or all or any part of the continent of Europe.”
The proposed company was duly registered and incorporated in December, 1872. The agreement of the 31st of August, 1872, was carried into effect; the purchase-money was paid, and the patents were assigned by the Defendant and the other persons entitled thereto; but no covenant to assign future patents was entered into as provided by the agreement.
In February, 1873, the Defendant took out a patent for an invention which the directors of the company alleged to be of a like nature with those which were the subject of the agreement of August, 1872; and the directors accordingly required the...
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