The Thomas A. Edison Papers Digital Edition

Transcription

New York,
February 19, 1902.
Dear Sir:-
With reference to the statement of Mr. Edison, referred to in the letter addressed to you by Frederick W. Whitridge, Esq., under date of the 14th inst., we beg to say:
The first paragraph of the statement is as follows:
"The proposed transfer of manufacturing rights to Edison can not be carried out by the proposed company for the reason that these rights as far as the Edison interest and patents are concerned were never owned by the Edison United but have always been owned by the Phonograph Works and as far as the Graphphone manufacturing rights, owned by the International Graphophone Co., these were bought from the International Graphophone Co., for which the Works paid over $90,000, so you see the Works already own the conclusive manufacturing rights of manufacturing in all Countries, except England and Germany."
This statement is inaccurate.
The assignment to the Edison United Phonograph Company, under date of March 11th, 1890, of Mr. Edison's foreign patents, carried all the manufacturing rights, and the Edison United Phonograph Company thereupon became the owner of such rights, subject only to the license granted by it on the same day to the Edison Phonograph Works. This license gave to the Works "the sole and exclusive right" to manufacture for the Edison United Phonograph Company "and upon its order for its assigns, agents and licencees but for no one else." The Edison Phonograph Works under the license agreements expressly covenanted as follows: "The second party covenants and agrees that it will not manufacture any of the machines, supplies or appliances which it is hereby licensed to manufacture, for anyone except for the first party, and, upon its order, for its assigns, agents and licensees; and that, save and except as herein provided for, it will not manufacture any of the aforesaid machines, supplies or appliances, for sale or use in any part of the world except in the United States and the Dominion of Canada; and that it will use its best endeavors, either by agreements or by suitable marks or otherwise, to prevent any such machines, supplies or appliances, which it shall manufacture for sale or use in the United States or in Canada, from being sold or used elsewhere."
By assignment contemporaneous with that of Mr. Edison, the International Graphophone Company also transferred to the Edison United Phonograph Company its foreign patents. The assignments that the Edison Phonograph Works should have a license to manufacture, and in conformity therewith the license agreement above mentioned, a copy of which was annexxed, gave to the Works exactly the same right to manufacture the machines and appliances covered by these patents that it had with references to those covered by the patents acquired from Mr. Edison.
On the same day (March 11th, 1890) the Edison Phonograph Works entered into agreement with the international Graphophone Company, reciting that it was proposed to transfer to the Works the interests of the Graphophone Company in its factory at Hartford, and that the Works should acquire certain rights of manufacture then belonging to the Graphophone Company on certain terms and conditions, and providing that the Graphophone Company should subscribe for 1440 shares of the capital stock of the Works. 520 Shares were to be paid for in cash at par and the remainder, or 920 shares, were to be issued as full paid, in consideration, first, of the assignment of the Hartford property,
"and, second, of the acquiring by the first party" (the Works) "of all rights of manufacture now belonging to the second party" (the Graphophone Company) "the same being acquired by the first party under two certain other agreements executed simultaneously [illegible overstruck text] herewith, to wit: An agreement between the said International Graphophone Company and a certain other corporation known as the Edison United Phonograph Company" (the assignment of patents) "and an agreement between the said Edison United Phonograph Company and the first party hereto" (the license agreement).
We understand that this agreement was carried out, the cash payment and the transfer of the Hartford plant being duly made.
It is, therefore, is not true, but, as you have all the facts in your possession, it is not necessary for us to comment upon it.
Very respectfully yours,
CARTER, HUGHES & DWIGHT.