[D8338ZBM], Letter from Thomas Alva Edison to John Lubbock (Baron Avebury), September 1st, 1883



I received in due course of mail yours of the 16th ult and in compliance with your request cabled to you on the [1]st as follows:##"Accept terms but greatly dissatisfied" This cable substantially answers your requirements but I think it due to you and myself in acknowledging your letter that I should explain my reasons for the concluding works of the cablegram sufficiently to show whether my dissatisfaction be justified or not and that the expressin of it did not originate in mere petulance.##The agreement with your Company was in two respects founded on a principle never reached by me from any other Electric Light Company or individual and which was always offensive to me. I refer to the provision of the contract which seeks to bind me in respect to all of my inventions of the character already assigned to your Company, and yet leaving your Company free to reject what they please and thus throw the burden of patent expenses upon myself. The Company which controls my Electric Light patents in this Country and which has paid all the heavy expenses attendent upon my expensive experiments have a contract for only five years. The European Continental Company only demanded my inventions for five years with a condition entitling them to all after that time at their option on paying a price to be paid by arbitration in case of disagreement..##I can fearlessly say that I have always been most liberal in overconforming my contracts. I am constantly doing for our Company here services which my obligations to them do not call for and I do this because the spirit of our agreement stimulates me to such concessions. A contract which binds the inventor in such a way that at some time he is likely to think advantage has been taken of his necessities is never a prudent one to make for reasons inherent in human nature and which there is no necessity for me to allude to further. To me such engagements are most objectionable because they paralize my interest in the subject and chill that feeling of goodwill which with me are most potent factors in stimulating me to further exertion in behalf of those I am connected with. Mr Lowrey explained this to Mr Waterhouse at the time of making the contract with you (if I am not mistaken) but the condition was insisted upon and I yielded only because the personnel of your Company was of such a character that I anticipate nothing but success in which case the success would cover up all such questins.##I have been thus lengthy in respect to this original and continuing source of dissatisfaction because now when asked to work under this obligation for the benefit of Mr. Swan and his friends at a reduced percentage of interest coming after an increase preferred divident I find all the objections to this condition amplified and emphasized.##I did not overlook that the arrangement which makes [L]20000 an absolute payment nor the fact that in demanding an increase of 25% in "A" shares over and above the allowance to Mr Swan's Company (on the consideration I suppose of the superior value of my patent and position) that allowance was taken wholly to the "A" Shareholders. Were this a atter open to further discussion I could give reasons satisfactory to my own mind for thinking that the change of the [L]20,000 from a conditional to an absolute payment is not a sufficient consideration for my having no share in the increased allowance of the Edison Company and for submitting me to a reduction of my interest in profit from 50% after 5% preferred to 25% after 7% preferred.##Having indicated, as I hope, sufficient to satisfy you that my expression of dissatisfaction was at least made in good faith, and not as the result of feelings I will drop that subject and proceed to the substantial conditions expressed in your letter as I understand them in connection with my letter to Mr Waterhouse to which I understand it to be an answer:##First: I take as absolutely conclusive your opinion that less than 7% will not obtain the requisite Capital. Of course if we are to go on we must do so upon Conditions adequate for success and one of such conditiions is that the amalgamated Company should have money sufficient to Enable them to develop their business propoerly.##Second: In respect to the name I assume that you have not overlooked the terms of my letter and consider that I am now bound to interpret your statement that my argument is "doubleedged and in Mr Swan's mouth are as unanswerable against the omission of his name" as Equivalent to saying that the condition of Mr Swans past contributions to this property; his obligations for the future; the probability that the performance of these obligations will lead to still larger additions to that property on his part and the conditions of his retained interest in his inventions in England and elsewhere are such as to Enable him to make such an agreement. I admitted in my former letter that under the same state of facts Mr Swan would be entitled to use the same arguments. I added that in that case there would be an insurmountable obstacle to an amalgamation with my consent. I fully meant what I then said and my present consent does not arise from any change of opinion or feeling as to what is due and should have been conceeded to me. I have yielded to the seriousness of your words in recommending me not to take the responsibility of defending an arrangement which is satisfactory to you and others. These words, and the strong desire which I again express to see all "A" Shareholders reap the profits which they anticipate and have not yet received, have overborne my fixed determination at the time of writing my letter to Mr Waterhouse, never to accede to what I have now consented. With relation to the patents taken out since the signing of the agreement with the London Company I desire that an immediate settlement in Connection with the same be made with me. I will have my accounts prepared and forwarded to you in the course of a mail or so and trust you will see that immediate payment from the same is made us the charges are onerous and embarrassing to me without any sufficient reason for my bearing same.##As to future patents Some provision must be made by which all expense in Connection with same shall be borne by the United Company, as to me it seems unfair that I should be compelled to make a considerable investment in patents when I reap no personal benefit in connection with such investment##Trusting that the new enterprise will prove a success I remain Dear Sir








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[D8338ZBM], Letter from Thomas Alva Edison to John Lubbock (Baron Avebury), September 1st, 1883

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Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University