[HM89ACC], Letter from Eaton and Lewis to Seligman and Seligman, December 27th, 1889


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[HM89ACC], Letter from Eaton and Lewis to Seligman and Seligman, December 27th, 1889

Editor's Notes

Gentlemen: Re Edison United Phonograph Company. Touching upon the organization of this Company and the contracts to be drawn, we beg to submit the following for your consideration:##(1) Opinion of Eaton & Lewis on the question of which is the best State wherein to organize this proposed Company. We recommend that the Company be organized under the laws of the State of new Jersey. This opinion is contained in envelope No. 1##(2) Certificate of Incorporation. We enclose in envelope No. 2 two printed copies of proposed Certificate of Incorporation.##(3) Proposed Edison-Gouraud Agreement of January [blanks space], 1890. we enclose in envelope No. 3, triplicate printed proof of this agreement. It is intended that this agreement should transfer back to Mr. Edison all that he originally assigned to Col. Gouraud by agreement of October 14, 1887. Annexed to this agreement are the following Exhibits:##Exhibit A. Edison-Gouraud Agreement of October 14, 1887. We enclose in envelope No. 4 three printed copies of this agreement. A for unimportant printer's mistakes have yet to be corrected in these copies.##Exhibit B. List of "Existing Agreements." This list is to be prepared by Col. Gouraud, and is not yet ready.##Exhibit C. Proposed agreement between Mr. Edison and Edison United Phonograph Company. This is the same document as is referred to below in Section No. (4).##(4) Proposed agreement between Mr. Edison and Edison United Phonograph Company, assigning Patents and inventions, dated January [blank space], 1890. We enclose in envelope No. 5 three printed copies of this document. Two changes have yet to be added to this agreement as now drawn, viz: (a) A statement that part of the consideration paid to Mr. Edison is fully paid in Stock in the United Co. the the amount of $500,000 (a similar consideration is to be inserted in the agreement between the International Co. and the United Co. mentioned below in Sec. (5), and (b0 A provision that whenever local rights are sold, the cash and stock receivable therefor by the United Co., shall be immediately distributed among the shareholders of the United Co. Touching the Exhibits to be annexed to this agreement we have to say:##Exhibit A. List of Patents and Existing Applications. This is in course of preparation but will not be ready for several days.##Exhibit B. List of Existing Agreements. This will be the same document as Exhibit B mentioned in the next preceding Section thereof, which the addition of an Agreement between Mr. Edison and Frazar & Co., relating to China and Japan, also with the addition of the proposed Agreeement of Mr. Edison with Col. Gouraud mentioned in Sec. No. (3) above, together with the Edison-Gouraud Agreement of October 14, 1887. So far as we know, this list can be made complete in a few days.##Exhibit C. This License Agreement betweent he United Co. and The Edison Phonograph Works, is the same document as is mentioned below in Sec. No. (6).##(5) Proposed Agreement betweent he International Company and Edison United Phonograph Company. This Agreement is not yet drawn. It will be substantially the same as the agreement between Mr. Edisno and the United Co., mentioned above in Sec. No. 4. In due time, that agreement can be easily altered and adapted to the International Co. Meantime, we suggest that you prepare (a) List of Patents and Existing Applications belonging to the International Co., and (b0 List of Existing Agreements, if any. These two lists should be attached to this proposed Agreement with the International Co. as Exhibits, corresponding to similar lists attached to the above mentioned agreement between Mr. Edison and the United Co.##(6) Proposed License Agreement to manufacture dated January [blank space], 1890, between the United Co. and Edison Phonograph Works. A complete List of Patents is to be attached to this agreement, Marked Exhibit A. That list cannot be prepared until the corresponding lists of the Edison contract and the International Contract are prepared. We enclose three printed copies of this proposed agreement in envelope No. (6).##(7) Proposed agreement between Mr. Edison and Messrs. J. & W. Seligman & Co., or such other party in their stead, as you may designate. This Agreement is to provide that the Capital Stock of the Edison Phonograph works shall be at once increased from $300,000, its present capital, to $600,000. Touching this increase, Fifty-two percentum thereof is to be given to Mr. Edison, according to the Third Section of the existing agreement between Mr. Edison and the Edison Phonograph Works, dated May 12, 1888, a copy of which is enclosed in envelope No. 10, and mentioned below in subdivision (s) of Sec. No. (8). The remainder of the increases, $144,000, is to be subscribed for by Messrs. J. & W. Selifgman & Co., and they are to be credited on account of this subscription, with $73,000, that being the amount expended up to date in connection with manufacturing graphophones, including cost of all tools and machinery, also graphophones and parts thereof on hand, and the cost of a release of The International Company's lease of Colt's Factory. This agreement is further to provide that Mr. Edison will arrange for the Edison Phonograph Works to assume control of the factory at Hartford. The Board of Directors of the Works shall consist of five members, three to be selected by Mr. Edison, and two by the Graphophone Company.##(8) re Edison Phonograph Works. Assuming that you will wish to know what rights to manufacture the Edison Phonograph Works now has, we submit the following contracts for your information:##(a) Agreement by Mr. Edison with Edison Phonograph Company, October 28, 1887. We enclose one copy of this agremeent in envelope No. 7.##(b)Agreement of October 1, 1887, made by Mr. Edison with Briggs & Jacques. We enclose one copy of this agreement in envelope No. 8. this agreement is referred to in the fourth section of the agreement of October 28,1887, just mentioned.##(c) The said agreement of October 28,1887, refers in its fifth section, to a contract between Edison and Gouraud. That contract is the agreement of October 14, 1887, contained in envelope No. r, mentioned above in Sec. (3), as Exhibit A.##(d) The said agreement of October 28, 1887, refers in its sixth section, to an agreement made by Edison with Cheever, dated June 30, 1878, this contract is believed to have expired. We enclose one copy of it in envelope No. 9.##(e) Agreement of Mr. Edison with Edison Phonograph Works, dated May 12, 1888. By this agreement Mr. Edison assigned to the Works the right to manufacture, granted to him by his aforesaid agreement with Edison Phonograph Company of October 28, 1887. We are not certain whether the said Edison Phonograph Company has ever formally consented to this transfer of Mr. Edison's rights to manufacture, to the Works. To remove doubt, we will prepare and have executed a document giving the said formal consent. Two copies of this agreement of May 12, 1888, are in Envelope No. 10.##(f) The said agreement of May 12, 1888, just mentioned, speaks of "contracts" with Gouraud. This is an error. Only one contract was ever executed, that of October 14, 1887, contained in envelope No. 4. It was intended to split this contract into two new ones, one for Great Britain, etc., and the other for the rest of the world, but that was never done.##(g) The 4th Section of the said agreement of May 12, 1888, provides for certain Trustee Stock. Having ascertained that this Trust Agreement was never made, we have prepared such an agreement, and it is now before the Mercantile Trust Company, proposed Trustee, for its approval. When they approve it, we can supply you with a copy. it is substantially the same as the said fourth section.##(h) You have asked us for a Statement of the Business of Edison Phonograph Works. We have this date written to Mr. Insull asking him to prepare this Statement, and will send it to you when we receive it.##(i)Four agreements dated August 6, 1889, have been made relating to dolls or toy figures for the amusement of children, as follows:##(1) Mr. Edison with Edison Phonograph toy Manufacturing Company;##(2) Edison Phonograph with E.P.T. M'f'g. Co.##(3)North American Phonograph Company with E.P.T. M'f'g. Co.##(4)E.P.T. M'f'g. Co. with Edison Phonograph Works.##One copy of each of these four agreements is enclosed in envelope No. 11##(k)Touching clocks, which have always been reserved in all phonograph contracts, we are unable to state in Mr. Edison's absence, what agreements have been made. But it is distinctly understood that clocks are to be reserved.##(l) There are a number of contract to which Mr. Lippincott and the North American Phonograph Company are parties, but we suppose it is not necessary to encumber this record with references to them, for they do not bear immediately upon the subject not to be considered.##(9) Re By-Laws for the United Co. we are preparing a set of By-Laws, and will submit them to you in due time. They are to contain a provision that all proceeds, that is to say cash in stock, received for the sale of local rights, are to be immediately divided among the Stockholders. Probably there are some especial points which you would like to have covered in the By-Laws. If so, please favor us with a statement of them.##(10) Board of Directors of the United Co. It is understood that the Board is to consist of nine members, four to be named by the Graphophone Company, and four by Messrs. Edison and Gouraud, and the ninth member to be selected by mutual consent.##Hoping you will find the above satisfactory, and that you will be able to give it early attention, we remain, Very truly yours, Eaton & Lewis




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