Appeal from the District Court of the United States for the Northern District of Illinois, Eastern Division; John P. Barnes, Judge.
Before EVANS and SPARKS, Circuit Judges, and LINDLEY, District Judge.
Plaintiff charged Morris Mills, Inc., with infringement of United States Patent No. 2,018,966. The patent was issued to Edward Miller, Harry L. Goodwin, Sr., and Edgar Miller, on October 29, 1935, upon an application filed November 25, 1932. It relates to the treatment of wheat in such a manner that the germ may be retained in the flour without injury to the keeping qualities of the flour.
The defenses by the corporation were non-infringement and a denial of title in the plaintiff. The defendant corporation also filed a counterclaim in which it asked that the plaintiff be declared not the owner of the patent, and that whatever rights she might have had in the patent be decreed to have expired on October 27, 1936; and that a certain document, referred to as an assignment, dated April 27, 1936, which had been recorded in the United States Patent Office April 28, 1936, be declared to be null and void; and that she be ordered to execute a quitclaim deed to Morris Mills, Inc., of any interest she might claim to have in the patent; that Morris Mills, Inc., be declared the owner of the patent; and for all proper relief.
The complaint was filed on May 17, 1941, and on or about July 26, 1941, proceedings were instituted in the same court for reorganization of the corporation under Chapter X of the Bankruptcy Act, and Fred E. Hummel became the trustee of the corporation under appointment of that court. The complaint was amended to include the trustee as a party defendant. He appeared and adopted the answer and counterclaim theretofore filed by Morris Mills, Inc.
The District Court made a special finding of facts and rendered its conclusions of law thereon adversely to the plaintiff. It concluded that the company was the equitable owner of the patent in suit and entitled to the legal title thereto, and that plaintiff was not the owner of the patent, and that she should execute to the trustee, within a limited time, her quitclaim deed for all interest claimed therein by her. A decree was entered accordingly and from it this appeal is prosecuted.
The facts before us are as follows: Both parties claim title from Goodwin, and it is agreed that it is not necessary for us to consider the title prior to that of Goodwin, and that patent No. 2,018,966 is the only one here involved.
On April 27, 1936, Goodwin assigned the patent here in suit to plaintiff, together with his undivided interest in four other patents. At the same time, by separate instrument, he also executed a power of attorney to her, authorizing her to grant licenses therefor in perpetuity. At the same time, by a separate instrument, he also entered into an agreement with her relating to these patents. Subsequently, by assignments from Goodwin and his coinventors, the Millers, Morris Mills, Inc., became the owner of the entire pate t, subject, however, to whatever rights, if any, plaintiff might have therein under the three instruments executed on April 27, 1936, above referred to.
The paramount issue in this case is the construction of the three instruments, which are referred to as (1) the assignment, (2) the power of attorney and (3) the agreement.
The assignment is prefaced by the statements that Goodwin is the sole owner of patent No. 2,018,966, and claims an undivided interest in four other patents, the last two of which have expired; that plaintiff is desirous of acquiring Goodwin's entire interest therein. The document then proceeds:
" * * * that * * * in consideration of * * * $10 * * * the receipt of which is * * * acknowledged, together with other good and valuable consideration, I, * * * Harry L. Goodwin, Sr., * * * have sold, assigned and transferred, and by these presents do sell, assign and transfer unto * * * Constance Kent, the whole right, title and interest which I may have in and to * * * said patents, individually and collectively and in and to all the Letters Patent pertaining thereto; the same to be held and enjoyed by * * * Kent for her own use * * * and the use * * * of her legal representatives to the full end of the term of said patents for which Letters Patent have been issued or are to be issued * * * as fully and entirely as the same would have been held * * * by me had this assignment and sale not been made.
"The * * * assignor shall forthwith furnish to * * * assignee a * * * copy of the specifications of all of said patented processes as filed or may be filed * * * and also a full * * * description of the said patented process or processes and the mode of working or operating the same, so as to enable the assignee to obtain, should it be so determined, good and valid patent or patents in any and all foreign countries. In case any such foreign patent or patents shall be granted or made to * * * the patentee, then * * * the patentee shall forthwith transfer the same * * * unto the assignee, or as she may direct, and in the meantime shall stand possessed thereof in trust for said assignee. The patentee shall at * * * all times do every * * * thing which may be necessary to the end that * * * assignee may enjoy the full benefit of all the rights * * * hereinbefore assigned * * * .
"If at any time during the life of the * * * Letters Patent the patentee shall make further improvement in the * * * patented process or the mode of using the same or shall become the owner of any such improvement, then in every such case he shall convey and assign, if so required by the assignee, all such rights, benefits improvements, etc., thereunder and the ...