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MUSIC TRADE REVIEW.
BRATTLEBOBO, VT., Jan. 14, 1886.
Music TRADE REVIEW, 22 East Seventeenth street,
New York.
GENTLEMEN : The past year has been a favorable
one in many ways, and we trust that the year to come
may be one that will be satisfactory to the business
world all round.
Very truly,
ESTEY ORGAN COMPANY.
ALBANY, N. Y., Jan. 14, 1886.
THE MUSIC TRADE REVIEW, 22 East Seventeenth St.,
New York City.
DEAR SIRS: Business with us, during the few months
since our recovery from the fire of July 12, has kept
us working night and day, and then we were not able
to fill all our orders. We have now commenced in-
creasing our force in anticipation of doing a good
business this year. Havo just issued our new cata-
logue, one of which we mail you.
Respectfully yours,
BOABDMAN & GRAY.
ERIE, PA., Jan. 15, 1886.
Mr. J E F F . DAVIS BTLL:
SIR : Replying to your inquiry of 13th inst., will say
the Burdett Organ Co.'s great success with the new
styled " Oriental" Burdetts, introduced in 1885, made
'85 compare favorably for them, in its trade results,
with '84; thereby demonstrating the fact that organ
novelties, judiciously advertised, will command cus-
tom, let the times be dull or lively.
Yours truly,
C. C. CONVERSE, Secretary,
BURDETT OKOAN CO.
CHICAGO, Jan. 18.
T H E MUSIC TRADE REVIEW :
GENTLEMEN : In answer to your postal of Januaiy
13, will say that our fall trade was fair, December
very dull, but the outlook at present very encourag-
ing.
Yours truly,
AUGUSTUS NEWKLL &• Co.
MONTPELIEK, VT., Jan. 14.
J E F F . DAVIS BILL, ESQ. :
DEAR SIR : The condition of our business January
1. '36, was more satisfactory than January 1, '85. We
have more orders, less stock on hand, collections
easy, and apparently a much better feeling among
our customers than a year ago. Prices, though low,
and very little margin yet, have a firmer tone than
ast year, and there is every appearance that there
will be an increased consumption of manufactures
which enter into the comforts and conveniences of
life during the coming year.
Yours truly,
SABIN MACHINE COMPANY.
NEW BRITAIN, CONN., Jan. 16.
JEFF DAVIS BILL, ESQ. :
DEAR SIR : On January 1 we were out of the traces,
businesswise, on account of rebuilding. We think
we are safe at the present outlook on the plans we
are perfecting in adding room to our factory, increas-
ing our tools and machinery to more rapidly produce
goods in our line, in which we have had a good share
of patronage. F. J. Brand is in the West, starting
13th for a two months' trip. We have never seen a
chance to let up for want of orders, and don't expect
to the coming year.
Yours truly,
BRAND MFO. CO., J. H. BALDWIN, Sec.
CHESTERTON, IND., Jan. 21, 188(1.
MESSRS. WELLES & BILL :
GENTLEMEN: Concerning our business will say,
that during 1885 we had a splendid business; it by
far surpassed previous years, and we are glad to say
that this year will be better yet, as we have more
orders than we possibly can fill, and more we get.
Ever since last summer we have run our factory to 10
at nights.
Respectfully,
0. O. HILLSTROM & Co.
GUILTY!
AN EXTRAORDINARY VERDICT.
THE MECHANICAL ORGUINETTE CO. GAIN
EVERY POINT FOR WHICH THEY SUED,
The important litigation in which the Mechanical
Orguinette Co. has been engaged,to recover the patents
on which its business was organized, and of which the
trade has received some vague idea, has finally been
decided in favor of the company. The charge sub-
stantiated by the findings of the Court was, that
Walter F. Abbot, John C. Haynes, and Charles H.
Ditson, while trustees of that company, conspired to
obtain all the patents which the Mechanical Orguin-
ette Co. owned. In furtherance of that conspiracy
Abbot proposed to certain officers of the company,
who were not aware of the purpose of the conspir-
ators, that he would purchase a certain patent. The
officers, innocent of such purpose, agreed to convey
to Abbot this single patent. Haynes' and Ditson's
virtuous assurances prevailed upon such innocent
trustees to agree to such proposition. A meeting was
convened, ostensibly to effect Abbot's proposition,
and such meeting was held. The secretary of the
Mechanical Orguinette Co. was sick in bed, and the
meeting was held in his sick room. At that meeting
one of the conspirators offered a resolution, that the
company sell to Abbot the patent which he had pro-
posed to buy. The resignation of the defendant,
Abbot, as trustee of the company, was there offered
and accepted. By the procurement of Haynes, Dit-
son, and Abbot, a resolution was passed authorizing
the conveyance to Abbot of the one patent which he
had proposed to buy. At the close of the meeting,
minutes prepared by one of the conspirators pretend-
ing to truthfully represent the transactions of such
meeting were presented to the secretary, as he lay
sick in bed; which minutes cunningly provided for
the sale to Abbot "of certain patents and rights under
patents owned by the company," and appointed a
committee to complete such sale of patents, of which
committee two of the conspirators constituted a
majority. The secretary was fraudulently induced
to sign such pretended minutes as a correct record of
the proceedings of the meeting. Under cover of such
false resolution, Abbot obtained from the proper
officers of the company conveyances of all the
patents owned by the Mechanical Orguinette Co.,
instead of the single patent which Abbot had proposed
to buy, and certain stock of the company which
Abbot had proposed as purchase price of the single
patent, and which was the pretended consideration
for all the patents conveyed, was furnished by Abbot's
co-conspirators—Haynes and Ditson. Abbot there-
after conveyed the patents, which were thus fraudul-
ently obtained, to Marshall P. Stafford, who in all the
litigation against the Mechanical Orguinette Co., in-
spired by Mr. Andrew H. Hammond, has acted as
counsel for Hammond, but Stafford never paid any-
thing for such patents, and had no better right to
them than Abbot or any of the conspirators. Some
question was made on the trial because Stafford had
taken the patents in consideration of his promise to
render to Abbot certain services as his lawyer, but
the Court decided that Stafford had not rendered any
service prior to notice of the company's claim to own
the patents, and that Stafford had no right whatever
to any of the patents. Haynes and Ditson declared
that the only patent intended to be sold to Abbot was
the one patent which he had proposed to buy, and if
he had got any other patent he had done so by fraud
upon them as well as the company, and they did not
appear to defend when the case came to trial.
The Court said that if Haynes and Ditson had
defended they might have shown their innocence,
but in their absence they must be held to be prima
facie guilty with Abbot. The Court decided that the
conveyances to Abbot were obtained by " fraud, con-
spiracy, and abuse of trust, and were corrupt, fraud-
ulent, and void;" that Stafford was not a purchaser in
good faith or for value of any of the patents, and had
no right whatever to any of them, that all the rights
and claims of Haynes, Ditson, Abbot, and Stafford
should be cancelled, anulled, and set aside; and that
Abbot and Stafford execute, acknowledge, and deliver
to the Mechanical Orguinette Co. full, complete, and
absolute assignment of all the patents described,
that the defendants should be forever enjoined from
doing anything whatever under or by virtue of any of
these patents; that the company recover from
the conspirators all damages suffered by their fraud,
conspiracy, and abuse of trust; and that the plaintiffs
recover its costs in the action.
The following is the text of the opinion of the
Court, which is the most concise and clear document
we ever perused.
SUPREME COURT.
THE MECHANICAL ORGUINETTE CO.,
1)8.
JOHN C. HAYNES, et a I.
SPECIAL TERM, PART I.
January,1885.
HERBERT T. KETCHAM,
For Plaintiff.
STAFFORD, (JBAFF&ROMAN,
For Defendants.
MARSHALL P. STAFFORD,
For Defendant Abbot.
ELIHU ROOT,
For Defendants Abbot and Stafford.
BARKETT, J.
A careful perusal of the evidence, in connection
with the briefs of counsel, has only served to deepen
the impression which I nad upon the trial as to the
charge of fraud against Abbot. This charge is fully
substantiated, and I can see no possible answer to the
accumulation of facts which the plaintiff has placed
before the court. The verdict is not so clear as to
the charges against Haynes and Ditson, of connivance
with Abbot; and it may well be that if they had de-
fended, they might have been able to substantiate
the averments of their answers. If they had done so
Abbot's guilt would only have been varied in form.
The conspiracy, strictly speaking, would -have been
disproved, and he alone would have been guilty of the
fraud set up by the plaintiff. Whether that state of
things would have entitled Abbot to a dismissal of
the present complaint, need not be discussed, as upon
the whole and in view of all the circumstances, I feel
bound to hold that Haynes and Ditson connived with
him, and in that sense are to be treated as co-con-
spirators. Certainly a prima facie case was made
out against them, sufficient to call for their explana-
tion. They have afforded none. They neither de-
fended nor appeared as witnesses. Even if the case
rested upon a conveyance of the alternate reed
patent, and of that alone, their conduct as trusteos
was reprehensible. There is no doubt that even as to
this separate transaction, Abbot was guilty of fraud,
and Haynes and Ditson, indeed, all concerned, were
equally responsible. The agreement to sell this
patent to Abbot was made while he was a trustee of
the company, and he resigned his trusteeship in order
to free himself from the legal prohibition against a
trustee thus dealing with corporate property The
resignation was accepted and the authority to pur-
chase given at the same board meeting. This was
clearly a fraud upon the corporation, and Haynes
and Ditson were privy to it. They not only voted for
the sale, under the circumstances involving a breach
of trust, but they furnished Abbot with the ten
shares of the plaintiffs stock, which was the sole
consideration for the transfer.
When we consider Haynes' and Ditson's partner-
ship relations with Abbot, also the fact that one of
them prepared the fraudulent minutes of the board
meeting and subsequently signed the conveyances to
Abbot, together with many other circumstances,
slight of themselves, but significant in their relations
to the other facts, and convincing when treated as a
whole, it is impossible to resist the conclusion, in the
absence of an explanation from these parties, that
they connived at Abbot's misconduct throughout.
This conclusion, so far as Abbot is concerned, is
further borne out by his letters, which were read in
evidence. It may be that these letters would have
been incompetent to bind Haynes and Ditson—that
is, incompetent in the first instance to establish a
conspiracy as against them.
They are competent, however, as againt Abbot,
not only to prove his fraudulent plans and purposes,
but to establish the conspiracy. And it does not lie
in his mouth to oomplaiii that the evidence of his
conspiracy with the other parties, sufficient as against
him, is insufficient as against them. Upon the whole,
I feel constrained to find the conspiracy as matter of
fact, proved on the merits, (that is, after hearing
both sides) as against Abbot, and proved prima facie
as against Haynes and Ditson.
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