W. Stewart Brown, Appellant, v. F. M. Cruse et al., Appellees

Kansas Supreme Court1913-07-05No. No. 18,319

90 Kan. 306

Summary · law.co

Holding. The judgment dismissing the plaintiff's action was reversed and the case was remanded for further proceedings, as the evidence, when properly considered, could support the plaintiff's theory that the defendants impliedly undertook to make reasonable efforts to derive income from the patent or machine sales, and that their failure to do so within a reasonable time left them liable for payment despite the conditional language in the note.

A patent attorney and mechanical draftsman agreed with two defendants to jointly share in a patent, with the defendants promising to pay the plaintiff $132 for his work. The payment was conditioned on the defendants making money from the patent or from manufacturing and selling machines based on the patent. When the defendants failed to pay despite receiving the patent and rejecting multiple business offers, the plaintiff sued for the debt. The lower court sustained a demurrer against the plaintiff's evidence, effectively dismissing the case.

The court held that while the note's language created a condition precedent, it implicitly required the defendants to use reasonable efforts to generate income from the patent or sales. The court applied the principle that a party cannot escape contractual liability by voluntarily disabling themselves from fulfilling the condition. Since evidence showed the defendants had refused lucrative offers, rebuffed attempts to display the machine, and made little genuine effort to commercialize the invention, the case should have proceeded to trial rather than being dismissed on the pleadings.

Summary generated by law.co from the public-domain opinion. The opinion text itself is public domain.

Key issues

Whether conditional payment language in a contract implies an obligation to use reasonable efforts to satisfy the condition
Whether a party who voluntarily disables themselves from fulfilling a contractual condition becomes immediately liable
What standard of review applies when a demurrer to evidence is sustained

Procedural posture

The plaintiff brought suit in city court on a promissory note; the case was elevated to district court where a demurrer to the plaintiff's evidence was sustained, leading to appeal.

Authorities cited

No cited authorities resolved to law.co cases yet.

Opinion · public domain

majority opinion

The opinion of the court was delivered by

West, J.:

The plaintiff, a patent attorney and mechanical draftsman and model maker, constructed a model for the defendants who were attempting to procure a patent on a certain machine. After having worked some time it was agreed that the three should share jointly in the patent and that the two defendants should pay the plaintiff two-thirds the value of his work, and the note sued on was given, which reads:

“For labor, we, or either of us, agree to pay W. S. Brown on order one hundred and thirty-two dollars ($132.00), said amount being for work done on recorder for which United States letters patent was applied for Aug. 17th, 1909, Serial No. 513,367. ■ Said amount due when said amount is made out of said patent or the manufacture and sale of said machine under said patent.”

The action was brought in the city court, and it was alleged that a reasonable time had elapsed for the payment of the note and that the defendants had failed,, neglected and refused to pay the sum although often requested so to do. A demurrer to the plaintiff’s evidence was sustained after the case reached the district court.

The plaintiff’s theory is that as he had performed the work for which the defendants owed him, the provision of the note that the amount was to be due when made out of the patent or the manufacture and sale of the machine carried the implication that the makers were to use reasonable efforts thus to make the amount and in default thereof to pay within a reasonable time. The defense treats the provision as a condition precedent and asserts that the case turns upon the question whether the condition had been fulfilled or whether the defendants by their negligent acts had waived it.

We think both parties are substantially correct and that the case falls within the principle of Dill v. Pope, 29 Kan. 289, wherein it was held that a party purchasing property and agreeing to pay a stipulated .price upon a certain condition and thereafter voluntarily disabling himself from complying with the condition became at once liable. It appears that the patent was issued in August, 1910, and there was evidence to the effect that one offer of $200 had been refused by the defendants and another offer of $100 for a sixteenth interest; that the plaintiff sent men with an order for the machine that it might be exhibited, and the defendants refused to let the machine go out of their hands, and that one of the defendants stated about July, 1911,. that he had been offered $1000. It appears that plaintiff’s demand for his money was given no heed by the defendants, and while there was testimony indicating that they had attempted to sell for six or eight hundred dollars, and also to the effect that, the plaintiff had later on become ■ interested in another invention which might supersede the one in question, there was some testimony tending to show lack of reasonable efforts on the part of the defendants to make the amount of the note out of the invention.

“Where a party to a contract undertakes to do some particular act, the performance of which depends entirely upon himself, and the contract is silent as to the time of performance, the law implies an engagement that it shall be .executed within a reasonable time, without reference to extraordinary circumstances. . . . Where a debt is in fact due, and it is agreed that it shall be paid upon the happening of a future event, and the event does not happen, it is held that the law implies a promise to pay within a reasonable time.” (9 Cyc. 613, 615.)

(See, also, 2 Page on Contracts, § 1156, and cases cited.)

The note was given for labor and it could not reasonably have been the intention of the parties that the makers were to pay or not as they should choose. It is more in accord with justice and fair dealing to assume that they, with the plaintiff, were to make fair endeavor to derive the amount from the patent or the sale of machines, and that their failure or refusal so to do within a reasonable time should not wipe out the debt but leave them liable for its payment.

Giving the evidence the consideration required by the familiar rule applicable when a demurrer is interposed, it can not be correctly said as a matter of law that it entirely failed to support the plaintiff’s contention.

The judgment is therefore reversed and the cause remanded for further proceedings.