Page:Federal Reporter, 1st Series, Volume 7.djvu/371

 BUCKLEY V. SAWYfir. siakuf'q co. S59 �the siiccess of the enterprise, under the penalty of forfeiture of all rights of reversion. P. was a large stockholder in E., and, assuch, furnlshed the required capital. The corporation was organized in 1S72, failed in 1873, and F. purchased its assets, including the patent- right, but did not subsequently comply with the condition as to dili- gence, etc. Suit was l)rought by A. and B. to have the right ac- quired by P. declared forfeited. Held, that, as it appeared that the plaintilis had reoeived the full value of their patent-right, and veere stockholders in E., -which they had caused to be f ormed, and that as there was a failure on their part to comply with their promises as to mailing the business a success, no right of reverter or forfeitiire ex- isted. �In Equity. �Seneca N. Taylor, for plaintifls. �W. G, Raney, for respondent. �Teeat, D. J. a patent owned by plaintifis was assigned, as to designated states, to the defendant company, on pay- ment of $8,500 cash, and the issue of a prescribed number of shares in the defendant corporation. �The cash was received and the shares issued. The con- ditions of the contract required the payment of a royalty, and also exacted, under penalty of forfeiture, the use by defendant compauy of "reasonable diligence" and "its best endeavors" to make the corporate schema a success. On the other hand, the granting party agreed to exercise reasonable diligence to promote the success of the enterprise, under the penalty of forfeiture of all right of reversion. The scheme proved a failure, for reasons which are disputed. �The defendant Givens paid his money as a stockholder, which seems to have been the cash required, and when the corporate scheme i'ailed be!;.ame the purcbaser of the assets of the corporation, including the patent-right. The organi- zation of this corporation was in 1872, and its failure was in 1873. The defendant Givens, who seems to Iiave been the principal capitalist, became the purchaser of its assets to save for himself something from the wreck. The present contest is as to the forfeiture of the grant. If the defendant corporation did not do what it promised, then the transfer of the patents to it was to be void. If, on the other hand, the plaintiffs in this suit did not perform what they agreed to do, ��� �