[D0204AAP], Letter from Charles I Stanhope to Herman Ernest Dick, August 17th, 1902
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Title
[D0204AAP], Letter from Charles I Stanhope to Herman Ernest Dick, August 17th, 1902
Editor's Notes
Supplied year
Author
Recipient
Mentioned
Date
1902-08-17
Type
Folder/Volume ID
D0204-F
Microfilm ID
187:616
Document ID
D0204AAP
Publisher
Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University
Has Version
Transcription
Palace Hotel,
Italy.
Aug. 17.
Dear Mr. Dick:
I got here two days ago having come on here from Newhausen. Sorry to say that again I am not so well; it may be the result of the journey, but it is a great bon. This place I hope will put me right - it is some 3000 ft. up in the Ro [illegible], part of the Austrian Tyrol, though it is just across the frontier in Italy, lovely air and beautiful scenery - if only good health now would return everything would be right.
I have re-read your letter of the 29th ult., and and am glad to know that Mr. Edison fully approves of our financial plan. As regards Mr. Edison approving of the installation of the plant and of the plant itself, this was already understood, and my idea has been that he should send over some practical man who has his confidence, to take charge of the erection of the same. Neither is there any difficulty in putting such a condition as this into the document in which Mr. Edison undertakes to hand over his patents to a company, etc. It is merely an additional obligation on hin. At the same time it must be clearly understood that the man Mr. Edison might send over will not run independent of the managing director or consulting engineer or whoever may be responsible to the company for the outlay of its capital in England. This though is only a detail and can be discussed at the proper time. Nevertheless, I don't think it will be practicable for Mr. Edison to supervise and approve the work of the plant in the factory until it produces 300 cells a day, as you propose in your letter. I am fully aware that he has had trouble in England but because of that I do not think that such a board as I have planned would be willing to be classed with a usual London board and agree to be put on one side, as if it was composed of army captains and gouty admirals. The reason for choosing only workers for the board was to ensure proper intelligence for constructing and carrying into effect the equipment of a factory and the output of the Edison cell.
It is not possible to control a business absolutely and in detail from an office 3000 miles away from it, and the right thing to do is to have a representative with sufficient power on the spot and have confidence in him - therefore, he must be carefully chosen.
As regards the profit mentioned in the prospectus, Mr. Edison need not be worried. People when going into this sort of thing generally the point of something better coming out soon, and therefore the necessity for getting this capital back as soon as possible; that is the reason why I thought it wise to put the probable profit in the prospectus.
I do not exactly understand you when you write about my coming over when I am "all ready, the company formed and the capital subscribed" and Mr. Edison wanting me to bring the articles of association and the contract. Are you of a mind that all this can be done in such a manner that nothing will be signed but everything left open until it is approved by Mr. Edison? Before you left it was agreed with you that in London we would go ahead to get the capital subscribed on the basis of the prospectus, while you as Mr. Edison's agent approved. If the capital was secured we were to wire you and then you were to came over to London with a power from Mr. Edison to transfer his patents to a company which Mr. Hawkeley in the meanwhile would be registering.
As was explained to you the articles of association have to be approved at a general meeting of shareholders; there is no hurry after the formation of the company about getting those approved and Mr. Edison could go through them before they were submitted for approval at the meeting. Anyhow, as he can easily have the controlling vote he would swing the matter as he liked; besides - the approval of these articles is generally a matter of form, as small shareholders hardly ever read them.
By proceeding in the manner we arranged, there is no necessity for a contract except for that which embodies what is already in the prospectus and the supervision clause which Mr. Edison wants.
Of course I will be delighted to come over and want to, so as to discuss matters generally with Mr. Edison, but as for bringing over articles of association, contract, etc. of and with a company which does not exist - that I don't see my way to doing. It is not possible to ask people to subscribe to a company's capital and hold them to any promise they may make for an indefinite time and also tell them that the conditions under which they are subscribing may be altered.
If it was possible to form a syndicate in London, of a few people for the whole amount required and a delegate sent over by the syndicate to treat with Mr. Edison for buying his patents, etc. from him, then it would be different, but we have never dealt on those lines; yet that is what you are virtually asking should be done.
You see or rather I now see that you came over to Europe after all, but you cannot deliver as you have no power - therefore you cannot sell - an illogical position:
I think under the circumstances - that is - of Mr. Mr. Edison being unwilling with the object of buying Mr. Edison's patents, etc. from him; but the trouble is that it is so hard to find people over here who are willing to go in for this sort of business with large sums. If one could prove profits it would be easier - but even then, who knows? Patents are not easy things to trade in.
I will talk the matter over again with [illegible] and B [illegible], as I can see by your letter that we are not likely to make much headway under the present ideas, as yours and ours differ as to the modus operandi, and it is much better to accept as a fact that Mr. Edison is not going to sign or give power to anything unless he himself sees the whole of the documents, etc.; therefore it is better to make him a bid and let him stipulate the exact terms and conditions. What is the use of drafting such things if they are only to be cut about by him? I hope you follow us in what I have written, I am sure that Hawksley would agree with me.
Please drop me a line to London upon the matter as I may be wrong in my reading of your letter. What I infer is that the business must be carried out at Orangehot in London.
Kindest regards to Mrs. Dick.
Yours sincerely
Charles I. Stanhope.
Italy.
Aug. 17.
Dear Mr. Dick:
I got here two days ago having come on here from Newhausen. Sorry to say that again I am not so well; it may be the result of the journey, but it is a great bon. This place I hope will put me right - it is some 3000 ft. up in the Ro [illegible], part of the Austrian Tyrol, though it is just across the frontier in Italy, lovely air and beautiful scenery - if only good health now would return everything would be right.
I have re-read your letter of the 29th ult., and and am glad to know that Mr. Edison fully approves of our financial plan. As regards Mr. Edison approving of the installation of the plant and of the plant itself, this was already understood, and my idea has been that he should send over some practical man who has his confidence, to take charge of the erection of the same. Neither is there any difficulty in putting such a condition as this into the document in which Mr. Edison undertakes to hand over his patents to a company, etc. It is merely an additional obligation on hin. At the same time it must be clearly understood that the man Mr. Edison might send over will not run independent of the managing director or consulting engineer or whoever may be responsible to the company for the outlay of its capital in England. This though is only a detail and can be discussed at the proper time. Nevertheless, I don't think it will be practicable for Mr. Edison to supervise and approve the work of the plant in the factory until it produces 300 cells a day, as you propose in your letter. I am fully aware that he has had trouble in England but because of that I do not think that such a board as I have planned would be willing to be classed with a usual London board and agree to be put on one side, as if it was composed of army captains and gouty admirals. The reason for choosing only workers for the board was to ensure proper intelligence for constructing and carrying into effect the equipment of a factory and the output of the Edison cell.
It is not possible to control a business absolutely and in detail from an office 3000 miles away from it, and the right thing to do is to have a representative with sufficient power on the spot and have confidence in him - therefore, he must be carefully chosen.
As regards the profit mentioned in the prospectus, Mr. Edison need not be worried. People when going into this sort of thing generally the point of something better coming out soon, and therefore the necessity for getting this capital back as soon as possible; that is the reason why I thought it wise to put the probable profit in the prospectus.
I do not exactly understand you when you write about my coming over when I am "all ready, the company formed and the capital subscribed" and Mr. Edison wanting me to bring the articles of association and the contract. Are you of a mind that all this can be done in such a manner that nothing will be signed but everything left open until it is approved by Mr. Edison? Before you left it was agreed with you that in London we would go ahead to get the capital subscribed on the basis of the prospectus, while you as Mr. Edison's agent approved. If the capital was secured we were to wire you and then you were to came over to London with a power from Mr. Edison to transfer his patents to a company which Mr. Hawkeley in the meanwhile would be registering.
As was explained to you the articles of association have to be approved at a general meeting of shareholders; there is no hurry after the formation of the company about getting those approved and Mr. Edison could go through them before they were submitted for approval at the meeting. Anyhow, as he can easily have the controlling vote he would swing the matter as he liked; besides - the approval of these articles is generally a matter of form, as small shareholders hardly ever read them.
By proceeding in the manner we arranged, there is no necessity for a contract except for that which embodies what is already in the prospectus and the supervision clause which Mr. Edison wants.
Of course I will be delighted to come over and want to, so as to discuss matters generally with Mr. Edison, but as for bringing over articles of association, contract, etc. of and with a company which does not exist - that I don't see my way to doing. It is not possible to ask people to subscribe to a company's capital and hold them to any promise they may make for an indefinite time and also tell them that the conditions under which they are subscribing may be altered.
If it was possible to form a syndicate in London, of a few people for the whole amount required and a delegate sent over by the syndicate to treat with Mr. Edison for buying his patents, etc. from him, then it would be different, but we have never dealt on those lines; yet that is what you are virtually asking should be done.
You see or rather I now see that you came over to Europe after all, but you cannot deliver as you have no power - therefore you cannot sell - an illogical position:
I think under the circumstances - that is - of Mr. Mr. Edison being unwilling with the object of buying Mr. Edison's patents, etc. from him; but the trouble is that it is so hard to find people over here who are willing to go in for this sort of business with large sums. If one could prove profits it would be easier - but even then, who knows? Patents are not easy things to trade in.
I will talk the matter over again with [illegible] and B [illegible], as I can see by your letter that we are not likely to make much headway under the present ideas, as yours and ours differ as to the modus operandi, and it is much better to accept as a fact that Mr. Edison is not going to sign or give power to anything unless he himself sees the whole of the documents, etc.; therefore it is better to make him a bid and let him stipulate the exact terms and conditions. What is the use of drafting such things if they are only to be cut about by him? I hope you follow us in what I have written, I am sure that Hawksley would agree with me.
Please drop me a line to London upon the matter as I may be wrong in my reading of your letter. What I infer is that the business must be carried out at Orangehot in London.
Kindest regards to Mrs. Dick.
Yours sincerely
Charles I. Stanhope.