[D9241AED], Letter from T O Chapman to Stephen Fossa Moriarty, December 24th, 1892
https://edisondigital.rutgers.edu/document/D9241AED
Transcription
Letterhead of Bircham & Co. 50 Old Broad Street, London. E.C. 24th Dec 1892 Dear Mr Moriarty I have seen Counsel on the subject of the Abstract of [----?] to the Phonograph Patents and have since then received from him a written opinion. It goes somewhat nimbly into the question but the substance of the opinion is contained in the following extract from it “In the present case I think it is the duty of the Vendors solicitor to ascertain by every available means before delivery of the Abstract whether or not the restrictions and conditions which under the agreement above referred to have affected the patent in question have now ceased to affect it or have been discharged or [returned by the parties entitled to the benefit thereof—If he can satisfy himself absolutely on this point then I am of opinion that he will be justified in omitting from the Abstract any notice of the agreements. But if he was unable so to satisfy himself then I think that both as a matter law and of good faith the existence of the agreements even if they are not abstracts should be communicated to the Purchaser” This being the state of the case I must await the arrival in this country of the deed removing restrictions and see how far it extends and determine upon the proper course to take. It may be if the Deed is sufficiently clear that the only thing necessary to be done will be to notify the agreements scheduled to the original Contracts and not produce the Contracts themselves. I understand you to say the other day that these agreements practically no longer exist but I do not understand that the parties to these agreements (other than the Company) have under their hand or seal released your Company from any of the obligations taken over by it under the agreements in question—As you will see it is not a mere technical question but it is also a question of good faith as to which if we are at all it must be on the side of making the requisite disclosures – As I have said before this will be made only to [solicitors?] and I do not see how they can in any way prejudice your Company With best wishes for the season Yours very truly T. O. Chapman S. F. Moriarty Hotel Bristol Burlington factory