CENTIMETERS Compilation © 2007 LexisNexis Academic & Library Solutions, a division of Reed Elsevier Inc. All rights reserved. A SELECTIVE MICROFILM EDITION PARTY (1911-1919) Thomas E. Jeffrey Senior Editor Brian C. Shipley Theresa M. Collins Linda E. Endcrsby Editors David A. Ranzan Indexing Editor Janette Pardo Richard Mizelle Peter Mikulas Indexers Paul B. Israel Director and General Editor Sponsors Rutgers, The State University of New Jersey National Park Service, Edison National Historic Site New Jersey Historical Commission A UPA Collection from tfg)' LexisNexis* 7500 Old Georgetown Road • Bcthcsda, MD 20814-6126 v-Edison Compuny Thomas A. Edison Papers Rutgers, The State University of New Jersey endorsed by National Historical Publications and Records Commission 18 June 1981 Copyright ©2007 by Rutgers, The State University All rights reserved. No part of this publication including any portion of the guide and index or of the microfilm may be reproduced, stored in a retrieval system, or transmitted in any form by any means— graphic, electronic, mechanical, or chemical, including photocopying, recording or taping, or information storage and retrieval systems— without written permission of Rutgers, The State University of New Jersey, New Brunswick, New Jersey. The original documents in this edition are from the archives at the Edison National Historic Site at West Orange, New Jersey. ISBN 978-0-88692-887-2 THOMAS A. EDISON PAPERS STAFF (2007) Director and General Editor Paul Israel Senior Editor Thomas Jeffrey Associate Editors Louis Carlat Theresa Collins Assistant Editor David Hochfelder Indexing Editor David Ranzan Consulting Editor Linda Endersby Visiting Editor Amy Flanders Editorial Assistants Alexandra Rimer Kelly Enright Eric Barry Outreach and Development (Edison Across the Curriculum) Theresa Collins Business Manager Rachel Wcissenburgcr BOARD OF SPONSORS (2007) Rutgers, The State University of New Jersey National Park Service Richard L. McCormick Maryanne Gerbauckas Ziva Galili Michelle Ortwcin Ann Fabian Paul Clemens Smithsonian Institution Harold Wallace New Jersey Historical Commission Marc Mappen EDITORIAL ADVISORY BOARD (2007) Robert Friedel, University of Maryland Louis Galambos, Johns Hopkins University Susan Hockey, Oxford University Thomas P. Hughes, University of Pennsylvania Ronald Kline, Cornell University Robert Rosenberg, John Wiley & Sons Marc Rothenberg, Joseph Henry Papers, Smithsonian Institution Philip Scranton, Rutgers University/Hagley Museum Merritt Roe Smith, Massachusetts Institute of Technology FINANCIAL CONTRIBUTORS We thankfully acknowledge the vision and support of Rutgers University and the Thomas A. Edison Papers Board or Sponsors. This edition was made possible by grant funds provided from the New Jersey Historical Commission, National Historical Publications and Records Commission, and The National Endowment for the Humanities. Major underwriting has been provided by the Barkley Fund, through the National Trust for the Humanities, and by The Charles Edison Foundation. We are grateful for the generous support of the IEEE Foundation, the Hyde & Watson Foundation, the Martinson Family Foundation, and the GE Foundation. We acknowledge gifts from many other individuals, as well as an anonymous donor; the Association of Edison Illuminating Companies; and the Edison Electric Institute. For the assistance of all these organizations and individuals, as well as for the indispensable aid of archivists, librarians, scholars, and collectors, the editors are most grateful. f A Note on the Sources The pages which have been filmed are the best copies available. Every technical effort possible has been made to ensure legibility. PUBLICATION AND MICROFILM COPYING RESTRICTIONS Reel duplication of the whole or of any part of this film is prohibited. In lieu of transcripts, however, enlarged photocopies of selected items contained on these reels may be made in order to facilitate research. LEGAL SERIES RICHARD W. KELLOW FILE Legal Series Richard W. Kellow File 1916 Agreement with Phonograph Sales Co. (1916-1918) [env. 1] Deed -- Isaac W. and Frances F. England - Mineral Rights (1916, 1920) [env. 34] Agreement with U.S. Crushed Stone Co. (1916-1917) [env. 100] Agreement with Miller Reese Hutchison (1916) [env. 162] Bills of Sale to Edison Storage Battery Co. (1916) [env. 166] Agreement with Andrea and Serafina Maglio (1916, 1919) [env. 173] Agreement with Wisconsin Chair Co. (1916-1917) [env. 175] Contract with Mitsui & Co. (1916-1917) [env. 160] Correspondence with Mitsui re Phenol Plant in Japan (1916-1920) [env. 186] MEUORANDCU OF AGREEMENT entered Into thlo^day of December, 1916, by and batween THOMAS A. EDISON, of West Orange, New JerBoy, party of the first part, and PHONOGRAPH- SALJSS .CCKRUnr, a corporation of Hew Jersey, party of the second part, WITNESSETH:- WHEREAS, by an agreement of even date herewith entered into by4and betwe.ep Phonographs Limited, a oorporatlon of New Jersey, Charles O'Oonor Slogne, John EyreSloana, John Eyre Sl'osne Guardian of. Thomas Edison Sloans, Fred N. Ritohie, and said Phonograph -Sales Company, a copy of whioh said agreement is annexed hereto, said Phono¬ graph Sales Company agrees to sell to said Phonographs Limited all of the assets of Bald Phonograph Sales Company, lnoluding goodwill, at a prloe based upon the value of the physical aseetB, leases, aooounts reoeivable, instalment paper, eto. of said Phonograph Sales Oompany, ihioh eaid price does not inelude any allowance for the good will of eaid Phonograph Sales Company; and WHEREAS, said Thomas A. Edison desired that eaid Phonograph Sales Oompany should execute said agreement; j HOW, THEREFORE, the parties hereto have agreed and do hereby agree ae follows; - Sal£ Thomae A. Edison agrees that In consideration of the execution of, the aforesaid agreement of' even date herewith by eaid Phonograph Sales Oompany, said Thomas A. Edison will, subject to the provisions herainafter oontalned.pay to said Phonograph Salsa Company, without interest, the sum of Twenty 'Six Thousand Dollars l$26,000)» provided that in oase any of the items of the aooounte reoeivable ( lnoluding instalment paper) to be assigned to said Phonographs Limited under the aforesaid agreement of even date herewith shall be found to be not genuine or the amount inoorreotly oharged upon the hoohn of said Phonograph Salea Company, than and In eaoh such ease eald Ihomae A. Edison shall have the right to deduot all auoh not genuine and inoorreot amounts from the amount herein agreed to he paid* Provided furthermore that in oaae it shall devolop that there are any liabilities, contingent or otherwise, of said Phonograph Sales Company, in addition to those liabilities for the discharge and extinguishment of which provision is made in the afore bo id agreement of evon date herewith, said Thomas A. Edison shall have the right to deduot from the ■iU. amount payable hereunder an amount equal to^ aggregate of all sudh additional liabilities. She amount payable hereunder shall be paid in monthly installments of 6ne thousand Dollars ($1,000) eaoh until the entire amount to be paid hereunder ehall have been paid, and the first of auoh monthly installments shall be paid one month after the consummation of tho sale provided for in the aforesaid agreement of even date herewith. Said Thomas A. Edison shall have tho right, if ho so eleots, to pay any of said installments before the some is due. Bile agreement shall inure to the benefit of and bo binding upon tho respective heirs, executors, administrators, successors and assigns of the parties hereto. PHONOGRAPH SAUM-GOJffAHY Secretarial Service Department THOMAS A. EDISON, PERSONAL Function* SUBJECT: Shone* A. Edison, Personal. Payments to Phono graphSale Agreement 12/82/16. 4259 August 23, 1918, Hr, J. H. Smith, BooJfioeeperj In answer to a
iv Clio.
producers of. crushed stone
‘February 28,1917
Mr. Vi. S. Mallory, President,
Edison Portland Cement Co.,
St. James Building,
New York City.,
Dear Mr. Mallory
V/e beg to acknowledge receipt ^of^your favov^
Edison 1 ^"decision S£SS2g Sufrfque^f for region in royalty.
it is true that the Chicago price °h
««. Stone ..." W SJJSd-lySl SSS- of
leSts “is 3c!S??m”rrvr;f sr
tailed seriously throu^ inabili / condition creat-
railroads to procure 0f*s , ?£e dealers took advantage
s^-ss;1^ •taSoSS*^^^.? ^r?o srs. the
■ ssevs. ’mess. ss~ driver ssssi.
5 S&? » ff^OTL-as-sas^-
coupled with .-.the abnormal prices of all co f roduotion
irr.r^.srtir.so, «* .m >»» * «
care of by us at the lower prices.
Under these circumstance. .it .
( for us to avail ourselves of the X°0®r0f ^“desire to relinquish
contract, ‘and « hereby notify you 0- «* u the basis
w- \ r4rs“"McT«s-™“*v'^r «. « «» iif° °f
of 'Y \ such oontraot.
llls lett„ ... tt.r.ns s?
nn^Rrfltnod bv your oompany.
" J f®3
*'K«W 005
\ thi
fattcir (£0.
PRODUCERS OF CRUSHED STONE
GENERAL OFFICES ou*««im
TELCPMONt ,oe SOUTH LA SALLE STREET M1COOK.M.L.
rRANMMNB'4 CHICAGO
Mr. W. S. Mallory H 2.
Regretting
to make it impossible for
the fact that conditions are such
us to operate on the old "basis* X
Yours very truly.
KDsKH
February 28, 1917.
Ur. li. Dreyfus, Proa.,
U, S. Crushed Stone Co.»
108 So. LaSalle St.,
Chicago, Ill.
Uoar Ur. Dreyfus :-
I .am in receipt of yourB 25th, and note
that you desire to take advantage of . the clause in your con¬
tract under which you relinquish ■ the right for the exclusive
.license, and will operate from the first of ahnuarjr, W->
t_o the end o_f the contract under the non-exclusive royalty,
of one and one-half cents (3 per cubic yard^
Pleaso note that such action on your
I part is satisfactory to us, and I have notified Ur. Udison
| of your desire to make the above change.
•X understand fully the conditions you
are having in shipping your produot, as >/e arc having the
same conditions here, and the shipping of both our in and
out freight is accompanied with the Greatest possible trouble,
but in spite of this. I sincerely trust that 1917 will prove
to be the most prosperous year that you have had in a long
'feme .
-yithmy very kindest remembrances , 1 am,
Yours very. truly,
WSU-HBS
MEMORANDUM OF AGREEMENT made and entered into
this dey of 1916, between THOMAS A,
EDISON, of West Orange, New jersey, hereinafter oalled Mr.
Edison, party of the first part, MILLER REESE HUTCHISON,
of West Orange, Hew Jersey, hereinafter oalled Ur. HutohiBon,
party of the seoond part, and EDISON STORAGE BATTERY C QUEAN Y,
a corporation of the State of New Jersey, having an offioe
at West Orange, in said State, hereinafter oalled the Edison
Company, party of the third part, WITNESSETH:-
WHEREAS, negotiations have been entered into be¬
tween Mr. Edison, the Edison Oompany and Vickers limited,
a British oompany having an offioe at Viokers House, Broad¬
way, Westminster, London, hereinafter oalled the Viokers
Company, as a result of which Mr. Edison and the Edison
Company are about to submit to the Viokers Company for ao-
oeptanoe by the Viokers Company a certain proposed agreement,
a oopy of whioh is attached hereto and marked "Exhibit A",
whioh said agreement provides for the sale by the Edison
Oompany to the ViokerB Company of loaded tubes and pooketB
of the Edison Company's standard manufacture for submarine
batteries to be used by the Viokers Company for the manu¬
facture in Great Britain of Edison submarine type storage
batteries to be sold for use in submarine vessels belonging
to the British Navy, Canada, Australia, Hew Zealand , India ,
Spain and Italy* and .
WHEREAS, Mr. Hutohison has assisted in the afore-
■ . . ■: . . :
Bald negotiations; and
WHEREAS, It 1b desired to provide for the compen¬
sation of llr. Hutchison;
NOW, THEREFORE, the parties hereto have agreed
and do hereby agree as follows :-
1. The Edison Company agreeB that if the afore¬
said proposed agreement between Mr. Edison, the Edison Com¬
pany and the Vickers Company shall have been duly executed
by the parties thereto and delivered on or before the c^
day of 1916, the Edison Company will thereafter
pay to Mr. Hutchison as compensation a sum equal to two
percent (2$S) of the gross reoeipts actually received from
the Vickers Company by the Edison Company in payment for all
loaded tubes ana pockets purchased by the Vickers Company
from the Edison Company under Baid agreement during the firs-;
five years following the date thereof, saia tubes ana pook-
ets being only such tubes and pookots as shall be sold to
the Vickers Company for. use in the manufacture in Great
Britain of Edison submarine type storage batteries to be
sold for use in submarine vessels belonging to the British
Navy, Canada, Australia, New Zealand, India, Spain and
Italy; provided, however, that the EdiBon Company shall not
be liable hereunder for any failure to enforce any of the
promises or covenants of the Vickers Company oontained in
said agreement, and provided further that Mr. Hutohison
shall not be entitled to be reimbursed for any expenditures
which may be made by him in connection with the said agree¬
ment or the manufacture or sale of batteries thereunder, ex-
oept auoh expenditures aa shall have been expressly author¬
ized in writing hy Mr. Edison or a duly authorized offiosr
of tho Edison Company, and all olaims for reimbursement
for suoh expenditures must be filed monthly with the proper
party. Ehe EdiBon Company agrees to keep aoourate and prop¬
er books of aooount showing the aforesaid reoeipts, and
agreeB to render to Mr. Hutohison quarterly statements of
suoh reoeipts, said statements to be rendered within fifteen
days after the expiration of the quarter for whioh the state¬
ment is rendered, and to be aooompanied by a remittance of
suoh stun or sums as may be due to Mr. Hutohison hereunder
based upon the reoeipts of the preceding quarter.
3. Mr. Hutohison agrees to aooept the sums
agreed to be paid hereunder in full compensation for all of
his services in oonneotion with the aforesaid negotiations
and proposed agreement, and in full payment of any and all
olaims against Mr. Edison and the Edison Company and each
of them for any and all commissions or other compensation
arising out of or based upon any and all sales previously
or hereafter raado of Edison storage batteries or parts there-
of to the Viokors Company or for ubo in submarine vessels
belonging to the British Havy, Canada, Australia, New
Zealand, India, Spain or Italy.
3. This agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Edi¬
son Company and the executors , administrators and assigns
of Mr. Edison and Mr. Hutohison respectively.
3
I
EXHIBIT A
HSHDHANmJM OP AOHBEMEHT made and entered Into this
day of 1916, between THOMAS A. EDISON. of West Orange, New
Jersey, U. 8. A., hereinafter oalled Mr. Edison, of the first part,
EDI80N 8T0RAGE BAITEHY COMPANY, a aorporatlon of the State of New Jersey,
U. 3. A,, having an office at west Orange In said State, hereinafter
oalled the Edison Cospany, of the second part, and VI0KEE8 LIMITED, a
British Company having an office at Vlokers House, Broadway, Westminster,
London, hereinafter called the Vickers Company, of the third part,
IySEBEAS, the Edison Company Is engaged In the manufacture
and sale of Edison Storage Batteries, the foreign rights of whioh for use
In submarine vessels belonging to the British Navy and to other foreign
governments are controlled by Hr. Edison; and
WHEHBAS, Hr. EdiBon Is a stockholder of aid Is otherwise in-
' torestod In the Edison Company; and
AHEBEAS, the Vlokers Company la desirous of entering Into an
agreement with the Edison Cospany ana Mr. Edison for the manufacture In
Great Britain of Edison Storage batteries of the submarine type to bo
sold for use In submarine vessels belonging to the British Navy, Canada,
Australia, New Zealand, India, Spain and Italy*
now, THEHBFOKB, the parties hereto have agreed and do hereby
1. Subject to the terms of this agreement ao hereinafter
fully set forth, Mr. Edison agrees that the Viokera Cospany ehall manu¬
facture la Great Britain and sell for use in submarine vessels belonging
to the British Navy, Canada, Australia, Hew Zealand, India, Spain and
Italy, Edison submarine type storage batteries.
jl g. ihe Vlokers Ooa®any shall manufacture all parts of Edison
submarine type storage batteries for said purpose except loaded tubes
and pockets.
3« Upon reasonable notice, the Edison Company will sell to the
Victors Company auoh loaded tubes and pookets of the Edison Company's
standard manufacture for submarine batteries as the Vickers Company may
order from time to time, said tubes and pookets to be delivered f.a.s.
SQw York, H. Y. , packed for export shipment, at the following prloesi
Standard loaded tubes three-sixteenths inoh diameter at
twenty-four dollars and elgity-five cents ($24.86) per thousand.
Staidard S type loaded negative pootots at flftoen dollars
and fifty-five oents ($15.65) per thousand.
(hloh said prioss shall apply to all suoh tubes and pookets delivered
la rounder during the five years Immediately following the date hereof.
4, All tubes aid pookets supplied hereunder shall confcrm to
*e Edison Con^any's standard with raspeot to rated oapaoity and meohaa-
Loal construction am shall be finally inspaoted at the Edison Company's
’aotory by the Vlokers Oompany.
5. All payments for tubes am pookets supplied hereunder shall
e made by the Viokars Oompany in lawful money of the united States of
merloa upon presentation of shipping documents In Hew York, H. I., to an
gent the Vlokers Company shall designate, am the Victors company
] ereby designates as suoh agent its bankers, Messrs. Winslow, Lanier &
i oniony, 69 Cedar Street, Hew York, 5. Y.
L6. The Victors Company agrees that during the year following
date hereof It will purchase from the Edison Oompany a sufficient
quantity of the aforesaid loaded tubes and po state to make up an aggre¬
gate amount of One Hundred Thousand Hollars ($100,000) at the prices
hereinbefore specified, and the Victors Company furthermore agrees that
during each year of the four years following a aid first year It will pur¬
chase a sufficient quantity of the aforesaid loaded tubes and pootots to
■t. up an aggregate amount of Two Hundred Thousand Dollars ($200,000) at
the prices hereinbefore specified. The Vlotars Company furthermore
agrees that should this agreement continue beyond the end of the fifth
[year from the date hereof, the Vldtars Company will purchase airing each
year of the life of the agreement after the end of said fifth year a
sufficient quantity of the aforesaid loaded tubes and pootats to mate up
an aggregate amount of Two Hundred Thousand Dollars ($200,000) at aioh
prices as may be hereafter fixed by the Edison Company In accordance with
the provisions of Paragraph Ten (10) hereof.
7. The Edison Company agrees to use reasonable diligence with
Its present manufacturing equipment and system In supplying to the Victors
Company such of the aforesaid standard loaded tubes and pockets aa the
Vlotars Company shall order hereunder for the purposes herein specified
daring the life of this agreement. It la expressly agreed, however, that
the Edison company shall not bo liable for any delay la supplying loaded
tubes and pockets hereunder due to any strlta, fire, flood, war, or any
unavoidable cause, or due to Inability to obtain or delay In obtaining
material! nor for any other delay unless caused by the failure of the
Edison Company to use reasonable diligence as aforesaid. It is further
understood and agreed that the acceptance of any order hereundor shall |
bo subjeot to such requirements as the Edison Company may deem neoossary
to secure pigment by the Vlotars Oompsny of the goods ordered, and the
Edison Company shall not be required to fill any order hereunder until
Its requirements in this reBpeot have been satisfactorily met by. the
VIOtars Company.
8. as ooon ao practicable after the exeoutioa of this agreement
by the parties hereto, the Edison Company will supply to the Victors
Company without cost three sets of detail and assembly blue prints of Ifce
Edison submarine type battery construction necessary to construct and
assemble submarine cells using loaded tubes and poCtots supplied here¬
under*
9* The Viotora Company agrees to promote diligently the sale of
Edison batteries for use in submarine vessels belonging to the British
Navy, Canada, Australia, Hew Zealand, India, Spain and Italy, aid to
naaufacture, assemble and supply Edison batteries in conformity with this
agreement to an extent adequate to fill all demands for Ediaon batteries
for suoh submarine vessels*
10. This agreement for the manufacture of batteries for sub¬
marine vessels Bhall continue until superseded by suoh other contract as
s»y hereafter be made by the parties hereto with the express intent and
purpose of superseding this agreement, unless sooner terminated ao here¬
inafter provided for. Provided, however, that the EdiBcn Company Bhall
have the right from time to time to Increase the aforesaid prices for
loaded tubes and pootots to be supplied hereunder after the expiration of
five years from the date hereof, if and whenever the Edison Company shall
consider suoh action necessary on aooount of increased ooBt of labor or
material*
11. Should the Victors Oonpany fail), to mate the purchaaea agree L
to be made hereunder ao aet forth in Paragraph Six (6) hereof du- tag any
year of this agreement, then the Ediaon Ooapany Shall have the right to
terminate this entire agreement upon three months notice in writing to
the Victors Company.
12. So long as the aforesaid arrangement for the manofaoture
of batteries for submarine vessels shall continue In effsot, and the
BILL OS' SALE
KNOW ALL MEN BY THESE PRESENTS t-
That I, THOMAS A. EDISON, of WeBt Orange, In the
County of Essex and State of New Jersey, party of the firBt
part, in oonsi deration of the sum of One Dollar and of
other good and valuable consideration 8 to me paid by EDISON
STORAGE BATTERY COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the State of
New Jersey, and having its principal place of business at
West Orange in said State, party of the second part, the
receipt whereof is hereby acknowledged, have bargained,
sold, granted, conveyed, transferred and delivered, and by
these presents do bargain, sell, grant, convey, transfer
and deliver unto the party of the second part, its success¬
ors and assigns, all the machinery, tools, furnaces, boilers
tanks, pumps, eleotrical apparatus and wiring and other
equipment in, upon and about the premises at Bloomfield and
Belleville leased by me to party of the seoond part by an
instrument bearing even date herewith and in, and about
the buildings on said leased premises, and more particularly
shown in the annexed schedule.
TO HAVE AND TO HOLD the Bams unto said party of
the second part, its successors and assigns forever.
IN WITNESS WHEREON, I have hereunto set ray hand
and seal this 1st day of September, 1916.
Cl. (L.S.
Signed, sealed and delivered by
Bald Thomas A. Edison in the
presence of:
STATE OE MBW JERSEY )
: bb. :
comm oe essex )
On this O'- CL day of {
1916, before me personally appeared THOMAS A. EDISON, to me
personally known and known by me to be the person described
in and who executed the foregoing instrument, and I having
first made known to him the contents thereof, he acknow¬
ledged that he executed the same as and for the purposes
therein set forth.
SCHEDULE OF PROPERTY MENTIONED IN AND CONVEYED BY
THE ANNEXED BILL OF BALK
miscellaneous
16 56" 220 Volt G. E. Plain Type Ceiling Fan Motobs
7! ^drate Rack Oar. of angle Iron eonatruotion
2 Drum Hacks (steel) for potash dissolving
1 #2 Fulton Centrifugal Pump Y-9473
1 5 H.P. 240 V. Bullock Motor Y-364
2 Koertlng Lead Jet Lifts, per B/£ L.B. 37
3 1-1/4 Worthington Clase "C" Volute' Centrifugal Pun®-
Noe. 536173-77-80, direct connected to C.W. 1 H.P.
Motor with Hand Startoro
1 j.H. Day Co. Invincible Mixer
1 #508 International Time Recorder, ber. #31563
2 413-G International Time Recorder Card Racks
Sssssrtfr zsb
Nob. 541959-60, each connected to 3/4 n.l. o.w. wo
with Hand Starters
1 4000 Lbs. Army Type Peerless Hoist
starter #427552
1 HilfcitrkBCo. 20" Superior Drilling Machines
19 Cast Steel Reduction Pots
so“ o. »..«!. "lv“
trolleys, 1 ton capacity. Ber. #3669 .
1 Shepard 200 V. D.C. 2 Motors, type I Traveling
Crane, 2 ton oapaoity, Ber. #3570 „u
1 Shepard 220 V. D.C. 2 Waters, Type 1 Traveling
Crane, 1 ton capacity, Ser. #3568
Above oomplete with Crane Runway and Ralls and
the necessary wiring
4 Plain Steel Tanks for Hydrogen purifiers ns per B/P
I.B. 39 complete with Pipe & Fittings
2 Hydrate Crushers for finished Hi. Hydrate per B/P
N.B. 105
1 Fume^Toirer^to'inolude foundation, stack, flue, etc.
1 fcl-S3tfSr^l^^ ffiXtor^/dBOll?
8 Charging Barrows Ta/p t r 104
4; K.wS'r'iipro.^?.-
Cooling Coils
-Page 2-
2 Copper Agitating Tanka with Covers & Copper Steam
Coils
2 ^6,VertioalfGaBGExhausterB Geared to 6 H.P. ’ Westing-
1 house Motors, 220 V. D.C. on Bedplate, by-paB8
and Automatic Ploat Tank Governors
11 chemical Stoneware Jars 110 Gal. Capaoity
Iron Sulphate & Bed Iron DrierB complete, including:
2 Crooker Wheeler 2 H.P. Motors and StarterB #176737"39
2 G.E. 10 H.P. Motors with StarterB #209311-312
2 m 7^. n « « ■ #425620-284
Explosion & Tar Pots
1 Tank for Oil Storage & Emergency Tank for Oil, per
N.B. 61
Hydrate Drying Tunnels
6 Heating TableB & Coila . _ . .
4 Iron Reduction Pot Cars, as per B/P I.A.50, eaoh
complete with 1 H.P. C.W. Motors, Hob. 183524-28-
30-32 with controllers & resistances
Covers for Trenohes
1 Hopper for Iron Oxide Mixer
Steam, Hot Water, Air, Oil, Hydrogen Gas and Water
Piping, including all fittings and supports
Toilets & Washrooms
Hydrants, Hydrant Pipes and City Water
Pipes in Yard, including:
2 - 4" Hersey Water Meters
10 - 4" Darling Hydrants
2 - 2£" Hose Nozzles
6" Universal Base
Eire Hydrant Bine
Electric Lighting, including wire, fixtures
Wiring for Electric Power
PURHACEB
3 Gautier Retort Purnaces with Staoks complete
26 #A-949 Quigley Patent Overfired Accurate Temperature
Double Chamber Purnaoes, eaoh complete with
Pume Stack
INDUSTRIAL RAILWAY SYSTEM
6980 ft. Portable 12 lb. Traok
52 C.I. Turn Tables 48" dia. x 24"
-Page 2-
-Pago 3-
6 C.I. Turn Tables 72 dia.
5 Suit oboe
2 Grossings
WOOD TANKS
2" Yellow Pine Tanks 4'0" x 4 '6" deep
2" " " " 10*0" X 1*6" "
2" " M " 9*8" x 2*0" *
2" » « " 3'0" X 2'6" "
2" 11 " " 10*0" X 11*0" "
2” White Pine " 4'0" x 2*6" "
2" Yellow Pine " 11*6" x 8*0" "
2“ " « « l'B" X 2*4" "
2" Hard Pine Rectangular TankB BA I*A. 15 10' XS«
a- E S S is: ** X 10'«" x u. *.«, .A
2" Hard Pine Box Tanks, 21*3" x 10 '8" x 12" deep,
per BA I .A. 14
Covers per bA n-b- 1 „
2" White Pine Tanks 8*0" x 7*5"
2» , iron loading Department.
0 Wood Boxes for B2 Poles
Partitions & Shelves for Die Stook Room
Miscellaneous Wood Boxes for Finished Stook
Washing Tank, Steam Drying Box, Dipping Tank,
Tables, & Benches for Esbalite Room
-5-
-Page 6-
(Mlscellaneous oont'd)
2 Bolsters for No. 19 BIIbb Press for B2H Can Side Blank¬
ing Die Benches, Partitions & Tables for Laboratory,
' 2nd floor, Lean-to
6 6-12" Secondary Clocks.
Partitions, Benches for Inspection Room, 2nd Floor
Wood Boxes for Iron Loading Derpt.
Tables for Lug Reaming MaohineB
| Table for Pole Assembly and CloBet for TooIb in
Screw Machine Department . . ,
4 1/2 Ton Plain Steel Plate Trolley and 4 - 1/4 Ton, Triple::
i Blocks pluB cost of installing
Dust Collector System in Iron Loading Department
Stands for Tanks, Hangers, Shafting, Pulleys, etc.
for Flake Separating Department
2360# Cast Iron House Plates
5 Monel Percolators for Flake
Bench and Racks for Electrical Dept. 6th floor
TANKS
3 Steel Potash Tanks per B/P D-990
10 3" Qypress Box Tanks 2*2" x 2'6"
26 3" " " " 10' 6" x 2'2" x 2' 6"
1 3ck Seventy-eight (78), except the right of way of tho Chicago ft
jrn Railway Company; the east half of Block Eighty-one (81) and tV
of Block eighty-one (81) to tho east line of Freomont Street (no
ill in Bannister, Bowen and Smith Addition to the Village, now
av; London, Outagamie County, Wisconsin.
DGETI1ER with all and singular the hereditaments and appur-
ihereunto belonging or in any wise appertaining; and all tho
ight, titlo, interest, claim or demand whatsoever, of the Chair
either in law or equity, either in possession or expectancy of,
the above bargained premises and thoir hereditaments and appur-
• Contemporaneously with the aforesaid sale, tho Chair Company
gn to the new corporation, itB successors and assigns, all
which the Chair Company shall have at the time of such sale wit!
onograph Works for supplying cabinets, etc., and all contracts f
rk now being ■carried out in said plant which the new corporation
e to take over* Mo charge shall be made to the now corporation
f these contracts.
. The Chair Company will execute and deliver to the now corpora
deeds, assignments and bills of salo for tho aforesaid property,
ory to Mr. Edison, and will furnish to the new corporation
copies of resolutions of the Chair Company's directors and stock
uthorizing tho sale of said property and the execution and deliv:
-sods, assignments and bills of sole.
6. Payment for the aforesaid property shall bo made by the new
' on to the Wisconsin Chair Company as follows:
I
The new corporation will isoue to the Chair Company a certifi¬
cate or cortificateo for two thousand shares (2,000) of full paid stock of
the new corporation aggregating in par value the sum of Two Hundred Thousand
Dollars (4200,000) and the now corporation will issue and deliver to the
Chair Company its Bonds to the aggregate amount of Two Hundred Thousand
Dollars ($200,000) face value, which said bonds shall be interest bearing
at the rate of six per cent. (6j£) per annum, payable semi-annually and
shall be serial bonds maturing as follows:
Thirty Thousand Dollars - January 1, 191 S'
Thirty Thousand Dollars - January 1, 1919
Thirty Thousand Dollars - January 1, 1920
Thirty Thousand Dollars - January 1, 1921
Thirty Thousand Dollars - January 1, 1922
Thirty Thousand Dollars - January 1, 1923
Twenty Thousand Dollars - January 1, 1924
The Hew Corporation shall have the right, if it so elects, to
retire nny or all of said bonds previous to their dates of maturity at
five per cent above par plus accrued interest. The said bond issue shall
be secured by a first mortgage of usual form to a trustee on the land,
buildings, and equipment of the new corporation then owned or thereafter
acquired, but not including any of the following assets, namely: The
new corporation's current and working assets, including cash, accounts
receivable,, bills receivable, notes receivable, all raw material and manu¬
factured material for use in the- manufacture of products by the new
corporation, all work in process of such manufacture, all products so
manufactured or purchased to be sold by the n ew corporation in the course
of its business, and all earnings, profits and income lav/fully used or to
bo used for the payment of dividends to stockholders or for the creation
of a surplus. The bondholders, acting through the trustee shall have the
usual rights of foreclosure in case of non-payment of any of the bonds upon
their maturity dates or the interest thereon*
The mortgage shall provide for the insurance of the mortgaged
property at all times against damage by fire dp to the amount of the bonds
outstanding, if such insurance is obtainable from regularly organized insur-
- 4 -
ance companies doing business in the State of Wisconsin, tho losses, if any,
to be payable to tho trustee under the mortgago for the benefit of the bond
holders or used for retiring bonds or for replacing the damaged property, as
the new corporation may elect.
The Chair Company willaccept said two thousand sharos of stock
at their par value, namely §200,000 and said bonds at their par value,
namely, §200,000, making an aggregate payment by the new corporation of
§400,000, and any difference between said sum of §400,000 and tho purchase
price of the aforesaid property, namely §310,000 for land, buildings, equip¬
ment, machinery, tools and .fixtures plus coat of active inventory not to
exceed §100,000, will be adjusted by a cash payment by the new corporation
or tho Chair Company to tho party entitled to receive said difference.
7. Immediately upon the issurance and delivery of said
3hares of stock to the Chair Company, the Chair Company will sell to Ur.
Edison, and Hr. Edison agrees to purchnoa the two thousand shares of stock
of the new corporation issued to tho Chair Company, at its par value, payr'
ment for said stock to be made by Hr. Edison to the Chair Company as
follows:
Fifty Thousand Dollars in cash.
Fifty Thousand Dollars on April 1, 1917
Fifty Thousand Dollars on July 1, 1917
Fifty Thousand Dollars on October 1, 1917.
without interest, and said payment shall be evidencod by promissory
nogotiablo non-intorost bearing notes to bo given by Mr. Edison to the
Chair Company as follows
Fivo such notes for §10,000 each payable on April 1, 1917
Five such notes for §10,000 each payable on July 1, 1917 .
Five ouch notes for §10,000 each payable on October 1,1917
Shares of the aforesaid stock amounting in parvalue to §50,000 shall be
delivered by the Chair Company to Mr. Edison upon the first cash payment
of §50,000 end the remainder of eaid stock shall be delivered in escrow
to a trustee satisfactory to the parties hereto to be delivered to Mr.
Edison as and when the said notes are paid and in amounts corresponding
to said payments.
- 5 -
LI bo entitled
the same shall have been delivered to him or shall be in escrow in tho
hands of tho trustee. If any of said notes shall not be paid within
thirty days after due presentment of tho same for payment, the trustee,
after giving reasonable notice to tho parties hereto, shall soli such
portion of tho stock then in its hands as shall bo equal in face value
to the face value of the note or notes so presented for. payment and
remaining unpaid, at a public salo or at a private sale at which both
partios are represented, and shall apply the proceeds thereof first to the
payment of tho note or notes then duo and unpaid, and secondly any
balance remaining shall bo paid to Ur. -Edison.
IN YJITNESS WHEREOF, the partios hereto have executed this
agreement the day and yoar first above written.
WISCONSIN CHAIR COMPANY
By F. A. DENNETT
President
THOS. A. EDISON
Attest:
Secretary
Witness:
Oj, Ls. EMERY
THEREFORE, BE IT RESOLVED By the Board of Directors of The Wisconsin
Chair Company, that tho agreemont between F. A. Dennett, president of the
V/isconsin Chair Company on bohalf of said company, and Thomas A. Edison,
above sbt forth, be and tho same is hereby ratified and confirmed.
RESOLVED FURTHER, that all of the real and personal property
of said company located in the city of New London, Wisconsin, specified
in said agreement be sold to said Thomas A. Edison, 6f West Orange, New
Jersey, or to a corporation to be organized by him, for the consideration
and upon the terms and conditions expressed in said agreement.
RESOLVED FURTHER That the President and Seorotary of The
Wisconsin Chair Company be and they are hereby authorised and instructed
to sell all of tho property of The Wisconsin Chair Company locafod in
the City of Mew London. Wisconsin, specified in said agreement, to said
Thomas A. Edison, or a corporation to be organised by him and to execute
proper deeds of conveyance and bills of sale for tho same.
STATE OF WISCONSIN, )
s SS
OZAUKEE COUNTY. )
I, J. R. Dennett, Secretary of The Wisconsin Chair Company,
do hereby certify that the foregoing is a full, true and correct copy of
a Resolution adopted at a meeting of the Board of Directors
of The
r, (xC^ »< .
V vl "~ i--
Lv****^
Dear Sir: v )^U£‘ .^j(.
T/e are in receipt of a letter from Hr. Henry |
Lanahan of your Legal Department, advieing ue that you de¬
sire to use another name for your new corporation to be formed
to take over the Hew London property than the one written in
the agreement dated November 17th, 1916 and we are writing you
6* the re.queeti of Mr. Lanahan to advise that it will be en¬
tirely agreeable to us to amend the contraot dated November
17th, 1916 Vby writing the wordB "Wisconsin Cabinet 4 Panel
Company” instead of the words "Wisconsin Cabinet 4 Veneer Com-
nnnv”. or, if you prefer, we will endeavor to clear the way
for your use of the name ns written by cancelling the charter
of the old Wisconsin Veneer Company which we own but are not
using any by surrendering the charter and having the same re¬
corded with the Secretary of State at Madison, Wisconsin, the
way would undoubtedly be left clear for you to use the name
Wisconsin Cabinet 4 Veneer Company as written in our agreement.
p,6. Since the contract will have
further effect after January 1st,
senary to amend!
a been fulfilled and of no
1917, do you think it nec-
Eeoember 19, 1916
Wisconsin Chair Company,
Port Washington, Wisconsin.
Attention l,;r. g. a. Donne tt. pres.
Gentlemen: -
I am in receipt of your letter of December 11th advis¬
ing mo that it is entirely agreeable to you to amend the contract
between you and myself, dated Hovember 17, 1916, by writing therein
the words "Wisconsin Cabinet and Panel Company" instead of the
words "Wisconsin Cabinet and Veneer Company". I am accepting
your letter qb expressing your consent to the use of the name
"Wisconsin Cabinet and panel Company" for the new corporation which V.
is to he formed under the said contract, und I do not think it will '
A
be necessary to have a formal amendment to the contract executed. v
The now corporation will therefore bear the name "Wisconsin
Cabinet and Panel Company".
Yours very truly,
/ho-* -
A
. . . . V;j
LL*. Ll _ e. \
■ m-
AGREEMENT
WISCONSIN CHAIR COMPANY
THOMAS A. EDISON
and
FIDELITY TRUST COMPANY
MEMORANDUM OP AGREEMENT made this day
of January, 1917, by ana between WISCONSIN CHAIR COMPANY,
a Wisconsin corporation, having its principal office at
Port Washington, Wisconsin, party of the first part, herein¬
after called the Chair Company, THOMAS A. EDISON, of West
Orange, New Jersey, party of the second part, hereinafter
called Mr. Edison, and FIDELITY TRUST COMPANY, of Newark,
New jersey, party of the third part, WITNESSETH:
WHEREAS, the parties hereto have by contraot of
even date entered into an agreement for the deposit with the
party of the third part of One Hundred and Fifty Thousand
Dollars par value of the capital stock of Wisconsin Cabinet
and Panel Company, subjeot to the stipulations and provis¬
ions in said memorandum of agreement contained; and
WHEREAS, there has been inadvertently omitted from
the said memorandum of agreement provision for the compen¬
sation of the Fidelity Trust Company for the services by it
to be rendered and provision for exempting the said Fidelity
Trust Company from liability, except in the event of its
gross negligence or wilful misconduct;
NOW, THEREFORE,- to remedy the said omissions and
in consideration of One Dollar by each of the parties to the
other paid, the reoeipt of which is hereby acknowledged, the
parties hereto agree with each other by way of supplemental
agreement to the aforesaid memorandum of agreement and as
part thereof, as follows, to-wit;
1. She Fidelity Trust Company shall he entitled
to reasonable compensation for all services rendered by it
in the execution of the trust in said memorandum of agree¬
ment created, and such compensation as well as all reason¬
able expenses necessarily incurred or actually disbursed
in the execution of the said trust shall be paid in equal
proportions by the Chair Company and Mr. EdiBon.
2. She Fidelity Trust Company shall not be
answerable for anything whatever in connection with the
trust assumed by it under the said memorandum of agreement
except for its gross negligence or wilful misconduct.
IH WISHES S WHEHEOF, the parties hereto have exe-s
outed this agreement in triplicate the day and year first
above written. / ,
/WlSE^feH OHSlRCqjjfpAHY
FIDELITY spUSTJJOMPAHY
[ATTACHMENT/ENCLOSURE]
MEMORANDUM OS' AGREEMENT made this aay
of January, 191.7, by and "between WISCONSIN CHAIR COMPANY, a
WiBooneln oorporation, having its prlnoipal offioe at port
Washington, Wieoonsin, party of the first part, hereinafter
called the Chair Company, THOMAS A. EDISON, of West orange,
Hew Jersey, party of tlie seoond part, hereinafter oalled
Ur. Edison, and FIDELITY TRUST COMPANY,, of Newark, New
Jersey, party of the third part, WITNESSETH
WHEREAS, the Chair Company, pursuant to a certain
agreement between it and Kr. Edison,, dated November 17, 1916,
has agreed to Bell to Mr. Edison two hundred shares of
capital stock of Wisconsin Cabinet and Panel Company, a
New Jersey oorporation, having its registered offioe at
West .Orange,. New Jersey, at its par value, payment for said,
stock to be made by Ur. Edison to the Chair Company as
follows
Plfty Thousand Dollars in oash
Fifty Thousand Dollars on April 1, 1917
Fifty Thousand Dollars, on July 1, 1917
Fifty Thousand Dollars'.' on Ootober 1, 1917
without interest, said deferred payments to be evidenoed by
promissory negotiable non-interest bearing notes to be
given by Mr. Edison to the Chair Company as follows
Five suoh, notes for. $10,000 each payable _ _
on April 1, 1917 .
Five such notes for $10,000 each payable
on July 1, 1917
Five suoh notes for $10,000 each payable
on Ootober 1, 1917
[ATTACHMENT/ENCLOSURE]
Shares of the aforesaid stock amounting in par value to
Fifty Thousand Dollars ($60,000) to he delivered hy the
Ohair Company to Mr, Edison upon the first cash payment of
Fifty Thousand Dollars ($60,000), and the remainder of said
stock to he delivered in escrow to a trustee satisfactory,
to the Ohair Company and Mr. Edison, and to he delivered to
Mr. Edison as and when the said noteB are paid and in
amounts corresponding to said payments.
DOW, THEREFORE, the parties hereto have agreed
and do hereby agree as follows
1. The Chair Company and Mr. Edison hereby
designate the party of the third part as trustee to hold the
stock of Wisconsin Cabinet and Panel Company delivered to it
in accordance with the teuns of the trust as herein set
forth, and the party of the third part hereby aooepts suoh
trust. Mr. Edison agrees to deliver to the Ohair Company
notes as aforesaid, and the Ohair Company agrees to deliver
to the party of the third part as trustee shares of stock of
said Wisconsin Cabinet and Panel Company in Mr. Edison's
name and assigned in blank by him, amounting in par value
to the sum of One Hundred and Fifty Thousand Dollars
($160,000).
2. The party of the third part agrees to deliv¬
er said stock to Mr. Edison as and when said notes are paid
and in amounts corresponding to said payments.
3. It is mutually agreed that Mr. Edison shall
)e entitled to vote all of said stook whether the same
ihall have been delivered to him or shall be in esorow in
2
[ATTACHMENT/ENCLOSURE]
the hands of the party of the third part, and for this pur¬
pose Mr. Edison shall be entitled to have all of said Btoofc
registered in his name upon the books of said Wisoonsin
Cabinet and Panel Company.
4. If any of said notes shall not be paid within
thirty days after due presentment of the same for payment,
the party of the third part, after giving reasonable notice
to Mr. Edison and the Chair Company, shall sell suoh portion
of the stook then in its hands as shall be equal in faoe
value to the faoe value of the note or notes so presented
for payment and remaining unpaid, at a'publio sale or at a
private sale at which both parties are represented, and
shall apply the proceeds thereof first to the payment of
the note or notes then due and unpaid, and secondly, any
balance remaining shall be paid to Mr. Edison.
IH WITIIESS WHEREOF, the parties hereto have exe¬
cuted this agreement the day and year first above written.
LpG AL DEPARTMENT
orange, n.j. January 18, 1917
Mr. E. W. Kellow,
Secretary, Wisconsin Cabinet & Panel Co.*
laboratory.
I hand you herewith the following documents for your
files:~ / /
i * Certified oopies of minutes of stockholders and directors
j /meetings of Wisconsin Chair Company, held Hovember 20, 1916, rati-
K' v fyirig’ the-, agreement of Hovember 17 , 1916 between Wisconsin Chair
Company. and Thomas A. Edison
/ • * letter of December 11, 1916 from Wisconsin Chair Company
Vto Mr. Thomas- A. Edison, agreeing to change of name of new oorpora-
< tion from Wisconsin Cabinet and Veneer Company to Wisconsin Cabinet
^ and Panel Company
■L
• Copy of Mr. Edison's reply to Wisconsin Chair Company
f\ ''dated December 19, 1916
/ Copy, of ^certificate of incorporation of Wisconsin Cabinet
Vand Panel Company. with endorsement showing_, that the same was re-
K oeived in the Clerk's offioe :of Essex County, on December 20, 1916
and recorded in Book S7 kf Inc. Buss. Co' on page 327.
Bill of sale from Wisconsin Chair Company to Wisconsin
j Cabinet and Panel Company covering active inventory and equipment,
* machinery, tools and fixtures.
I Assignment dated January 2, 1917 from WiBoonsin Seating
Jcorapany to Wisconsin Cabinet and Panel Company of Edison Phonograph
WorkB contracts and orders.
i Assignment dated January 2, 1917 from Wisconsin Chair Co.
4 to Wisconsin Cabinet and Panel Company of Edison Phonograph Works
N | contracts and orders.
V Assignment dated January 2, .1917 from WisoonBin Seating
, -^Company to Wisoonsin Cabinet. and Panel Company of contracts and
\v orders on sohediile
/ certified oopies of minutes of directors and stockholders
|< V meetings of Wisconsin Chair Company held January 6, 1917.
J Certificate of Secretary of State of Wisoonsin of regis¬
tration of Wisoonsin Cabinet and Panel Company to do business in
Wisoonsin. fX suggest that this oertifioate he inserted in the
minute' hook) .
V Certified oopies of resolutions adopted at stockholders
and directors meetings of Wisoonsin Chair Company held December 29,
1916.
The deed from Wisoonsin Chair Company to Wisoonsin Cabinet
and Panel Company for the real property acquired at Hew London has
been sent to Mr. Erugmeier and by him filed for recording at Apple-
ton, the County Seat of Outagamie County. When the deed is returned
it will be turned over to you.
The mortgage from WisoonBin Cabinet and Panel Company to
Fidelity Trust Company has been duly executed in quadruplicate by
all parties. One oopy has been delivered to Fidelity Trust Company,
two copies sent to Mr. Erugmeier, one to be recorded in the office
of the Begister of Deeds at Appleton, and the other to be filed with
the City Clerk at Hew London. I hand you herewith the fourth oopy
for your files.
The temporary bondB have been left with the Fidelity Trust
Company for certification, the same to be delivered to the Treasurer
of Wisoonsin Cabinet and Panel Co. as soon as evidence is furnished
the Fidelity Trust Company of the .reoording and filing of ike
mortgage. Mr. H. F. Miller has a reoeipt from the Fidelity Trust
Company for these temporary bonds,
iKur^
ns tlft.ea pr-laeory »»*■• »* '“t l°
Hr Krugmeier end he •«»«. «• ‘h.t »" M* *“
,„hlngt,n state B«* *>, delivery to Hr. h.nnet. “ «-“»* "f
L oo»ln Chair «. It « — ~ — * — * “ *“
rtXl be obtained from Wisconsin Chair Company.
Por the present, I am holding the aSreement dated «
6' 19X7 between Wisconsin Chair Co., J. U. Bostwiok, V.-A. Dennett,
H. Dennett and Wisconsin Cabinet and PaneX Co., and the waivers
received pursuant to said agreement.
I am also holding the copies of the agreement dated ^
January 8. 19X7 between Wisconsin Chair Company, Thomas A. Edison .
and Fidelity Trust Company.
h. ,o«» a. I receive the receipt lor the »etee. I rill
arrange ,1th yea or Hr. HUL. to ..po.lt «■» »»■“*
, . . . +n va held by it as security
Company the shareB of stock which
for the notes. ’
Hatter, retiring farther attention Ihelh.e the g«lt el*.
deed to he giver By »>■' “J 5““1 *“
steins. Hr. Krogneler i. preparing eneh n toed. I have ale.
nritten to Hr. Bennett ashing hi. nhe-her Mrthlw ha. he.n dene
in the matter of the release or rseonvep— « *• .—»* grated
to Hilnanhee hah, Chore * ".stem Bailroad Chmpany on O.oh street.
Phi. rill also »rve to re.i.d pen that the ante «•««■*"
Cabinet and Pane! Co.,.., shonld appear on the board at the gat.hone.
to indioate that this eo.pany haB ltB ofllee at the labors ory.
Certain reports of WisoonBin Cabinet and Panel Company
will have to be filed from time to time in Hew Jersey and Wisconsin.
I suggest that you consult the legal Department with referenoe to
these reports.
I should say that the papers described in the foregoing
items marked * should be placed in Mr. Edison's files and the
remaining paperB in the files of Wisconsin Cabinet and panel
Company.
Please acknowledge receipt of the doouments enolosed
herewith.
Yours very truly.
HEHRY LAH.AEM
EHCS.
Copies to Messrs. Chas. Edison,
Mambert and H. F. Miller
Mr. B. W. Kellow:-
Be plying to your memorandum Ho. 1008 of March 8, 1917,
I do not think the error in the second paragraph of the agreement
dated January 8, 1917 between Wisconsin Chair Company, Thomas A.
Edison and. Fidelity Trust Company will ever oause any trouble.
The sale referred to has already been made and the proper number
of shares, namely, 2000, transferred. Furthermore, by reference
to the agreement between the Wisconsin Chair Company and Mr.
Edison, dated November 17, 1916, it could always be shown that
it was intended that 2000 shares of Wisconsin Cabinet and Panel
Company stock would be sold by Wisconsin Chair Company to Mr.
Edison.
Henry Lanahan
HL-JS
gallon.
1 taka this opportunity to thank you for
your kind offer to buy all the Toluol because X am just
going away and this deal will leave no worries behind me
about the plant.
I expeot to be gone for several months but ^
will bo baok here sometime next, summer and in the meantime %
I will investigate the Japanese market for different products *
of company, and expeot to be able to oontinue to do
buelnesa with you as well as ever.
With kindest regards.
Yours very truly
Sfafesaa -■a
lafoisaod no oooo tiiie e£0 that 11 '™“ ™ _, , __ __ f.o.-h. Woodward,
mtsui’B 0loo, that tho ulteul1* Company 'a otatcnont of
Alabama. Honuvor; you w111 191? to Jnno 30, 1917 that
promo ^ ^^oflvS^or ^St '^ Cu'on Soluol.
they tovo not-op a natter thlo nomlns ™d ho
. Mlteui & Conpasff. •,
3: a
ffet. 21s 1; . 1916.
Mitsui & Company., limited ,
26 Madison Avenue.
Mew York City.
attention of Mr. Shunzo Takakl.
Dear Sir:
I have received your favor of the
16th instant in regard to ike Phenol Plant
in Japan, and wish to say In regard thereto
that your letter is in accordance w ith the
conversations that we have had on the subject.
I am quite satisfied to trust en¬
tirely to Mitsui & Company, limited as to any
profits that I may receive in the future from
the Phenol -Plant to be installed and operated
in Japan according to my plans and -according
to the instructions given to your Mr. Patsiuai.
Yours very .truly, '
wet). Slst. 1916.
Mitsui & Company, limited,
2& AttentionofJ^Shuns^
^ -favor of *fclie 17*h
■jmae-^^ekVvSB =•
^process to my complete satisiaoti j. ^ alwayB make a
— **. tM ou
However, if i *1™ X'jSlf o?”“l«««e» «“ “f
henol Heat, “““ B»«»i “‘’‘.'SS'jiX
£5SW»&2Kak WAS i-
i&ke a new arrangement un _ in Jap&fl
1 •»«“ ™ 01 th' “■
*5” Sffc^W ». - *«•
Yours very truly.
frr
Ur. V. H. Ueadov/croft,
Assistant to Ur. Edison:
You will recall that Hr. Edison wrote ilitsui d Company Febru¬
ary 21, 1916 in connection with their Phenol Plant in Japan that he was
satisfied to trust entirely to them as to any profits which he might receive
in the future from this plant. I have never seen any writ tenement be¬
tween Hr. Edison and Hitsui & Company covering rate of royalty to be pard on
this Japanese Plant. X am wondering how long the royalties are to be paid
and whether I ought to maintain a follow-up to bring it to your attention
1533-1-780-818
July 2 6, 1920.
Mitsui & Go. , Ltd.,
66 Broadway,
Haw York, H.Y.
Gentlemen: Atten: Mr. Shun Bomura:
Referring to the letter which you sent a
few weeks ago to Mr. Edison in regard to your Phenol
Plant in Japan, and in whieh you expressed your regret,
that it had not made any profits in the last year, Ur.
Edison wishes me to write to you and say that he volun¬
tarily oanoelB the oontraot with you, and does not expect
any further payments from you as royalty.
Mr. Edison realizes and appreoiatoB your fair
and upright dealings with him in the past, and hopes
there may be oooauion in the future to have a renewal
of pleasant business transactions with you. ^
Yours very truly.
Assistant to Ur. Edison.
W. Kellow.
THOMAS A. EDISON,. PERSONAL
Office of Secretary
September 23rd, 1920.
Mr. Meadoworofti
May I jog your memory ae to my memorandum of
September 13th suggesting that you kindly give us a memorandum
of the agreement between Ur. Edison and Mitsui & Company in
oonneotlon with the Phenol Plant in Japan so that this memorandum !| ^ j:
might be filed with Mr. Edison's papers in this connection ? If ^ ^ \
there was a written agreement covering this it ought to go into j- *s I
Mr, Edison's files, :
I don't wish to hurry you unduly but thought that ' '
• the matter may have escaped your attention.
■■ ^ ^ JS*. *1
, *>•+ . it*
> ^ ^ *"
k>- , *»■**» ) •'***■'!
^ ** Kf* r *?>*$,*'
\i~J x'\> \ J>‘f i'
Legal Series
Richard W. Kellow File
1917
Deeds - Ezra L. Wean, George Haycock (1917, 1921) [env. 9]
Lease to Marcus Lusk (1917-1920) [env. 12]
Correspondence ~ Hirzel Royalty (1917-1919) [env. 66]
Contract with Miller Reese Hutchison (1917) [env. 156]
License from Charles T. Dally (1917) [env. 158]
Assignment from Heinrich H. Meno Kammerhoff (1917) [env. 159]
Correspondence -- Glenmont Buildings - Mina Edison (1917) [env. 164]
Assignment from Robert Bachman and Charles Norton (1917) [env. 174]
Correspondence -- Edison Electric Appliance Co. (1917-1920) [env. 176]
BARGAIN AND SALE
AND
‘‘QUIT CLAIM DEED.
fmleirtmt.
Made this
fourteenth
... in the year of our Lord, one thousand nine hundred J232Si525s_
' dayof.JS».« .
BETWEEN
Ezra L. Wean of the town of Oxford in the county of Warren and
State of New Jersey ^ (unmarried)
party of the First Part, and
Thomas A. Edison of the city of Orange, county of Essex
and State of New Jersey.
party of the Second part, OTItneseetb, That the said party of the First Part, for and in consideration
of the sum of Qn0 doliar
. kI“” “a
K, n— , ”a * Tn”’
p.„.™ do.. bWi., «>•■. ““ *h- “a
the Second Part, hi. heirs and assign/nil. that lot, tract or pnroal of Ian
premia.., hereinafter p«tloal«rly d..crlh.d, .1W »a ».1»B m th.
of Oxford in th. county of Parr.. end state of ». *—•
“:;r:r : =. ».». - — . — - -
th.no. along B.lrld.r. Av.nn. (1) Kortk ’'*al ““ '”“‘
:::„d - « — *-* - - — - - *■ - :r*
.long ..Id lot Ko. 3 (0) South forty-three degree. Post ■"“W ”
to th. Boundary U~ of »• »• ^ ’ ““ “ "
w (3, south forty-seven degrees w.=t — f..t to — * ■
Z *L seventy-flv. dograo. Bast — - « “
containing .event... hu.dr.dth. of - «■ - ^
1 A 2 a. 1. marked out on « draft of land of Joseph »• ~
v doc. as ad, at Oxford F«m.C, «»•» M
Being th. ,™ land- and preml.ee conveyed to Bar. B. *•» W
C. Myers hy deed dated May 17th, 1917.
Cogetber with all and singular the rights, liberties, privileges, hereditaments and appurtenances to the
same belonging or appertaining, and' alBo.al) the estate, right, title, interest, property, claim and demand
whatsoeverKboth at law and in equity, of the said party of the First Part, of, in and to the said premises,
with the appurtenances. To nAVB and TO;HOlip. the above-mentioned and described premises, with the
appurtenances, unto the said party of the Second Part, heirs and assigns, to the only proper use,
benefit and behoof of the said party of the Second Part hi 8 heirs and assigns forever.
In mitnces Ctthereof, The said party of the First Part have .hereunto set his hand and seal
the day and year first above written.
IK THE PKESENOE Or • }
State of JHew Jersey, •>
in the year of our Lord one thousand nine hundred «
before the subscriber C5<- ice^^Ueur- ax- c^co«^c .. _ 1 1 ... . ypth-J-t* . / 2- 1.0 0.0 8
. S.auc(!'tL(. . — llei-tct^ro 7-00,00
\hu£l-i6u d,6^U.
(tllL&.Ulll'l /jO-L/Clb-iC . SzlttLO'CL 'l/ZtUcLisb
. ’ _ . TcL'iUcA -
. . lJ-ttA,cL>-r-a ~
-ToTkJ *
'liU SoUa^OAA. 'hotZs, 0,00
Qou-UtaoJ^i a . S J o o
£du.e~u. (bitktucfa S' 9 60.00
ok^v^cd Tcca 00 . /So 0.00
&AA GtAJL-GJoMi t'ti-U-lW -file
CicU 7/rfi£uc Sc.fJi~-ou><-c c/ -
4f
r Sj~o—
S/zSSo
AbStUc^bu/ y/ia,/: "~P&aa. czcCra^o^c J>/io^ out th, gr.ln «• '•»=’' tM
j and. at the direction of th. l.s.or, haul on.-half
the amount so raised and produced to such market as the
lessor may direct, a distance not exceeding five miles from
the farm buildings.
The lessor is to have delivered to him as afore¬
said, the one-half of the wheat, rye, oatB, buckwheat, com
and potatoes and apples produced on the farm, the remaining
one-half to be and remain the property of the lessee; the
garden truck and other products grown on the premises to
be the property of the lessee.
The lessor hereby agrees to furnish one-half of
all the seed for sowing and planting and one-half of all
the commercial fertilizer used on the farm; the lessee is
to furnish the other half of such seed and fertilizer and
also furnish the teams, harness, wagons and other imple¬
ments necessary for the carrying on of the farming opera¬
tions on said farm.
The lessee having the privilege of keeping on
the farm six cows and young cattle and the usual
number of hogs and shoats and chickens and other poultry.
The lessee further agrees that he will do all the
work of farming the said farm according to the custom of
farming in the neighborhood, and will give his attention
to the work so the same is done satisfactory to the lessor.
The lessee further agrees to remove no hay, corn¬
stalks, straw or manure from the farm.
The lessee agrees to keep the brush out down on
the premises and keep the fences in the repair they are
in at this time.
The lessee is also to sow in the spring season
at the proper time, clover Beed at the rate of not less
2
than four quarts to the acre; each party furniBhing one-hali
of the said seed, and also to sow timothy seed with the fall
grain, eaoh party furnishing one-half thereof.
The hay, corn and other produce shall he insured
in the name of the lessor and lessee, eaoh paying one-half
of the insuranoe rates on the crops, the loss, if any, to
he payable one-half to the lessor and one-half to the lessee.
She lessee is to sow the fall orop in the year and
reserves the right to reap and harvest the same the next
following season and to store the same on the premises in
the buildings and in stacks, and to thresh out the same
therein; and he is to deliver the lessor's share to market
as above mentioned.
The lessor hereby reserves to the Edison Portland
Cement Company and its assigns the right to use the quarries
now worked by it and to open new quarries on the premises,
to use the railroad tracks and sidings now on the premises
and to build new ones thereon and to run trains and to go
over the demised premises at such places and at such times
as said Edison Portland Cement Company or its assigns and
agents or any of them may deem proper and necessary to do
so.
If in said operations the said lessor or his
agents or representatives shall do or cause to be done to
the growing crops of the said lessee any damage whatever,
the said lessor shall make compensation for such damage to
the lessee; if they do not agree upon the amount of the
damage so sustained, eaoh party thereto shall select an
appraiser by whioh the damage shall be estimated or as¬
certained, and before the two appraisers begin their esti-
3
mate ana ascertainment, they shall choose ah umpire who
shall determine the difference between the appraisers; and
the award of any two of the three in writing signed by them
shall determine and settle the amount of the damage to be
so paid.
The lands that may be taken for the construction
of the new road through the premiBeB recently laid out by
the surveyors of the highways of the county of Warren, shall
be exoepted from the premises hereby agreed to be leased.
And, also, all the lands and premises now used by
the said lessor, or his representatives, the Edison Eortland
Cement Company, in the business of quarrying limestones and
the transportation of ihe same, and by the teams, wagons and
workmen in connection with suoh quarrying, are excepted from
the operations of this lease.
The lessee shall have the use of the dwelling hous<
bam and other farm outbuildings on the premises; but the
buildings and fixtures and all the machinery and equipment
belonging thereto erected or to be erected thereon or used
1 thereon by the Edison Portland Cement Company shall not be
subject to this lease.
At the end of 12ie term hereby created, to-wit,
Ion April 1, 1919, the lessee agrees to surrender possession
of the demised premises to the lessor, in as good condition
as they are at this time, reasonable wear and tear and acci¬
dents by the elements excepted.
1 On the failure of the lessee to surrender suoh
possession, the lessor may avail himself of the right to tahs
and use all lawful ways and means and legal procedure under
the laws of Mew Jersey for the removal of a tenant holding
I over after the expiration of his term, anything herein con¬
tained to the contrary notwithstanding.
4
wmm
[ATTACHMENT/ENCLOSURE]
nm
"V f;'
’ : r.*'Vv .
-'V‘W>'/ -
g§p;g|i£l§|l
'■:‘ ,: ■ "' -
Li.?" i:i
>5 :wiojj'
?{°He fix .tpo
mruR
EDISON, PERSONAL.
Of floe of Seoretary
Thomaf
You will recall that you
the okford Quarry premises to a
ofL the- value. Of the products harvested. Ihis
indicated
THOMAS A. EDISON, PERSONAL
Ottiao of Secretary
JUNCTION! Edison Benzol Plant, Woodward, Alabama
Edison Benzol Plant, Johnstown, Pa.
SUBJECT! Hoyalty - Hirzel.
/•A
' December 26, 1917.
^ rtf
/
|xLwd-«rt "
In May 1916 Ur. Edison transmitted through you to v
Mr. Harry Miller, then Seoretary of the personal lntereatsa try
“ ’“ch “ r^. X lAXp^cT "^e
"I want to puV-^sicLe 1/40 a gallon as royalty's .*». i/f" ,>/
to Hirzel on each gallon of Benzol and Toluol shipped
from Cambria. I use his patent and can't reach him. v**- '*<***■
Woodward also. ThisM ^
This royalty haf’^iTset up on the books oflthe Woodward
and Johnstown plants, which have been operated by Mr, Edison, but X I
do not know that the Woodward Iron company or the Cambria steel Co.
^have ever set up a reserve to take oare of this. Have you ever
7 f notified them to do so from your office? If not, should we n
''fldvl a a the Woodward Iron Qomnany and the Cambria Steel Co'mpan
''advise the Woodward Iron oompany and the Cambria steel company of
the circumstances, so that they may if they see fit, set up a
reserve to cover their royalty.
I understand that Hirzel' s patent covers the distilling
apparatus, and assume that both' Woodward iron company and Cambria
Steel CO. have Hirzel stills in use. However, in any case, they
would no doubt use the still connected with Mr. Edison's plant if
[ they decide to buy over these plants on the date Mr, Edison's
[ contract with them expires.
As suggested by you over telephone in our conversation
this morning, you will take this matter up with Mr. Edison and get
his advice as to whether
Cambria people.
a should write the WoodwaW and
P.S.— ' Very ‘likely the Dominion iron & Steel Company are also
using the Bame kind of still... Should we notify them,
• . perhaps there may .be . some, legal liability falling upon .
Mn. Ed is- , in view of i is r v ine been irnn-'thd d the
jn.'i g 1!) £ rttiio va io jJ.‘ i *■ , >u’i /en - ! T 1 rat J
by him. I think this natter should be looked into when we
Copies to»- have Mr. Edison' a advice.
1883-1-760-917 . . .
February 13, 1918
16, 1917
Mr. Kellow:-
Your attached memorandum Mo. 2237 of Deoembe:
addressed to Mr. Meadowcroft has been referred to
I understand that the benzol plants operated by the
Woodward Iron Company, the Cambria Steel Company, and the Dominion
Iron and Steel Company were each constructed in accordance with
directions given by Mr. Edison and each contained stills similar
to that disclosed in U. S. patent No. 991,205 to Hirzel. I see.
no advantage, however, in giving to these companies any notice of
the Hirzel patent or of Mr. Edison's reservation of a certain
amount in connection with the plants operated by him as a royal¬
ty to be paid to Hirzel, for the following reasons:- .
(1) The giving of such. notice would in no way relieve
Mr. Edison from or otherwise affect any liability. which he may
have incurred.
•(2) ihe giving of such notice would not relieve these
companies from any liability to Hirzel.
(3) Assuming that the Hirzel patent is valid, there
is no way to determine what the correct measure of damages for
infringement of this patent would be.
(4) With reference to the Dominion Iron and Steel Co.,
we do not know whether there is a Canadian patent on the Hirzel
Having i, view Hr. Hdi.on’. ««««» « »«“
in. gneeii.n a. « — « - *“
anonid He given eo.P«ie. referred « Herein.
aided ng Hr. Hdi.on .«.r -.O' «- »— ^
WH-JS
Secretarial Service Department
THOMAS A. EDISON, PERSONAL
Function!
SUBJECT l
.Edison Benzol Plants
and Johnstown, Pa,
Hirzol Royalty.
Woodward, Ala,
Memorandum No. /{’Jfj
Date June(fl2) 1919.
V/e have credited the account of Heinrich Hi reel
on the hooks of the Woodward Benzol Plant with $3300.67 and on the
hooks of the Johnstown Benzol Plant $1320.42, a total of ^4,629.09
for Royalty which you asked us to set aside for him.
Do you still have it in mind to make this payment
to Hirsel when conditions have settled down a little moro, and some
kind of business relations are resumed with his country?
1 had this matter up with the Legal Department some
time ago aid air. Hardy advised me that he could see no advantage in
notifying the Woodward Iron Company or the Camhjda ateel Company of
the circumstances in connection with Hirzel's »i«rl , or in your re¬
serving a certain amount as royalty, and gave us his reasons the
following:
(1) The giving of such notice would in no way relieve you from
or otherwise affect any liability which you might have in¬
curred.
(2) The giving of such notice would not relieve these companies
(Woodward Iron Company and Cambria Steel Company) from any
liability to Hirzel.
(3) Assuming that the Hirzel patent is valid, there is no way
to determine what the correct measure of damages for infringe¬
ment of this patent would be.
(4) So far as the Dominion Iron & Steel Company is concerned,
the Legal Department does not know whet tor there is a Canadian
patent on the Hirzol still.
We have never given notice to Woodward Iron Company,
Cambria Steel company and Dominion Iron & Steel Company thit Hirzel
may be interested in their proposition.
\\ \ You na y -4 hink\thu tNunder sa 11 the clVcun\tanoe^.it
Jilt b^jWt asNtgll nbt to^aendXbis lsaney N^HiVzel.V V, \
1533-1-750-10-18
Secretarial Servioe Department
THOMAS A. EDISON, PERSONAL
Function! Edison Benzol Plant at Woodward, Ala,
and Johnstown, Pa,
SUBJECT! Hirzel Royalty
Jfi\ J( ytjuti.
Memorandum No.
Cate June IB, 1919.
/•H*- A.
ilr. Thomas A. Edison: VU^ttJL C&&&
We have cWdited the aooount of Heinrioh Hirzel 0
the hooks of the Woodward. Benzol Plant with $8300,67 and on the hooks of
the Johnstown Benzol Plant $1328.42, a totals of $4,629.09 for Royalty which
you asked us to set aside for him. cS^~ CKJ~*JC^ £■'-*
Do you still have it in mind to make this payment to
Hirzel when conditions have settled down a little more, and some kind of
business relations are resumed with his country? - * "
s matter up with the LegaL Department so Me
I had this matter up with the LegaL I
time ago and Mr. Hardy advised me that he could see no advantage in notic¬
ing the Woodward Iron Company or the Cambria Steel Company of the circumstances
in connection with Hirzel’s still, or in your reserving a certain amount as • » V
royalty, and gave as his reasons t^J^Jov^ng^^^ ^
(1) The giving of such notice would in no way relieve you from l jS . «
or otherwise affect 'ary liability which you might have in/" J ^ v- K
curred. WlL .sc .C^T *«-& & K
(2) The giving of such notice would not relieve these companies V’S '
(Woodward Iron Company and Cambria Steel Company) from any • J
liability to Hirzel. ' S' j Sj
(3) Assuming that the Hirzel patent is valid, there Cjjno way Cj A ^
to determine win t the correct measure of damages fo^ infringe- ~ 'V.
ment of this patent would be. y'
(4) So far as the Dominion Iron & Steel Compazy isroonoerned, the
Legal Department does not know whether there i\^ijanadian
patent on the Hirzel still.
We have never given notice to Woodward Iron Company,
Cambria Steel Company and Dominion Iron & Steel Company that Hirzel may be
interested in their proposition.
I know the t when you started work on the Benzol plants
in 1915, you voluntarily laid aside a snail. percentage as royalty for Hirzel,
intending to give it to him after the War was over. At that time the United
States did not contemplate entering the War, or at least, had not done so. If
you adhere to your original policy and pay the money to Hirzel, might he not
deoline to reoeive it and sue you for a much larger sum? In other words, is
Copies tot-
1533-1-750-10-18
it not better to "let sleeping doge lie?"
1 have talked over this aBpeot of the situation
with Mr Hardy of the Legal Department, and he is inclined to feel that you
would be in better position from a legal standpoint if you do not mate the
payment, beoause you then have not admitted anything. Your making the payment
would be an admission that you had used the patent,
Mr, Hardy has also told me something that you may already
know, but which was news to me, that is,tlat after this country got into the
War, a manufacturer who could show n sufficient excuse for so doing, could
obtain a license from the United States Government to manufacture goods under
German patents. In other words, the United States Government, according to
Mr. Hardy, assumed the ri@it to issue licenses to use the processes covered by
these German patents as a War measure. So far as I am informed, no action
was taken on your behalf at the time of opening these plants to secure such
Governmental authority to use the processes under this German patent, and I do
not suppose that it will be worth virile to try to protect yourself in some suoh
manner by taking the matter up now if it could be done, since the plants have
been closed and all operations have ceased. However, in case any action we e
brought against you, it seems to me that it would be a good contention to se
up that you were justified in using this patent, as many of your products found
their way to our Allies against Germany and to manufacturers of munitions in
this country who were working on Government contracts .
If the above outlines the situation clearly enough for
you to come to a decision, will you please tell me whether or not I am to dis¬
continue this account on my books for you? Of course there is no reason why
X cannot keep ths aocount on the books for some years without making any
payment to Hirzel until it seems advisable to dispose of it.
’ :ellov,
Bdiphoned
24
[ATTACHMENT/ENCLOSURE]
MEMORANDUM
Mr. Hardy of Legal Service Department on June 26, 1919
aaye in connection with royalty for Heinrich Hirzel sot up on hooka in
connection with operations of Woodward and Johnstown Benzol Plants that
patent laws restrict damages that may he recovered hy a patentee on a- suit
for infringonent to the amount of damage he can show to have been suffered
over a period of only six years next prior to the date his suit for
damages is instituted. If Hirzel does not sue until after six years, from
the date of closing operations of the Benzol plant, he could not recover.
Function! E4iton Banzol Plant at Woodward, Ala.
» « " * Johnstown, Pa.
SUBJECT!
Hirzel Royalty
Memorandum No.
Date . .
J
Mr. J. H. Smith, Bookkeeper,
Thomas A. Edison Personal:
At the time tbs Woodward hooks are finally closed we
shall have to dispose of the account* in tbs Accounts Payable hedger
with Heinrich Hirzel, which has been oredited with the royalty set up
arbitrarily by Mr. Edison on the basis of output of this plant, and
shall teve to do the same thing in connection with his account*, on the
books of the Johnstown plant.
To prepare for this, please make Journal entries on
the accounts for eaoh of these plants, charging Accounts Payable,
Heinrich Hirzel, and crediting an account in General ledger entitled
"He serve for Hirzel Royalty." Make explanation in your Journal Entries
as follows:
■This account covers royalty set up on an arbitrary
rate based on quantity production by Mr. Edison without knowledge
of Mr, Hirzel on account of the fact that Mr. Edison used apparatus
shown on Hirzel patent in connection with his Benzol plants. Mr.
Edison states that the 'patent was only on a detail, and neither are
used now, in addition Hirzel patent was misleading and caused me a.
lot of trouble.' Hirzel had no knowledge, so far as we are informed
of Mr. Edison U use of his device. Mr. Edison's instructions to set
up this royalty for Hirzel were given prior to the entrance of the
United States into the world Whr. In view of later developments, in¬
cluding tbs entry of the United States into the world War, Mr. Edison
has deoided to mke no paynant to Hirzel on thiB aooount unless he is
required to do so. The amount is therefore cleared from Hirzel
account and set up in reserve . ■
The sans entry and explanation should be made on each
set of books, namely Woodward Plant and Johnstown Plant books.
Whan tbs books for these plants are entirely closed up
and the balance of remaining accounts are taken into the accounts of
Thonas A. Edison Personal, a reserve account of the same title should be
opened on the latter sat of books, with explanation along the lines of
the above.
On tbs Woodward books when you make the entry referred to
above, nake note in ink on tbs ledger aocount that Mitsui & Coupany, selling
agents for the Woodward plant are entitled to payment of one half of the amount
Copies to:-
1633-1-750-618
of royalty sat -up, providing it is not required that the royalty he paid
to Hirzel, imsmuch aa one half of the amount la charged to them under
their selling arrangement with Mr. Edison and paid for by them. Cyrt
i (j-tralC*- £lf-'S.GJl>P^X‘*T~JL( 4rinr&^J
0 We atoll prohahly have to carry this reserve account
along on the hooka of Thomas A. Edison Personal for several years. X am
advised hy the Legpl Department that our patent laws allow a patentee
under a suit for Infringement dam gas for only the period of six years
prior to the date his suit is instituted. If Hirzel therefore toes not
bring suit until six years after the plant^ceased operation, toMvould
not he able to recover any damages whatever.
Ediphonod
? i
May 88, 1917
Mr. Charles Edison
I hand you herewith three copies of the last draft of
the proposed agreement with Miller Beese Hutchison, Incorporated.
I understand that this draft is satisfactory to Mr. Hutohison,
except that he wishes the letter of modification changed so as
to give him the privilege of selling Edison batteries to replace
oertain Edison batteries in truoks owned by the United States
Government and used in the Philippine Islands.
I shall be glad to rewrite said letter to cover this
point if you wish it done .
HI-JS
Henry Lanahan
•He
[ATTACHMENT/ENCLOSURE]
[ATTACHMENT/ENCLOSURE]
West Orange, H.J. , January 1, 1917.
Miller Heese Hutchison, Incorporated,
West Orange, N. J.
Attention Miller Beoee HutohlBon, President.
Gentlemen i
f
VS,i
T-
The following are the termB , oonditlonB and prices
upon which we, Edison Storage Battery Company, will fill your orders
for Edison storage hatterieB , and parts and accessories thorefori
Prices
Submarine batteries - our list price leas §13.60 per K.W.H.
Type A cells - 30# dlaoount from our list price •
Type B oells - 30# discount from our list price
Type G cells - 20# dlaoount from our list price
Type J cells - 20# discount from our list price
(Type M 8 oells - 30# discount from our list prioe
i^Type K 20 oells - 30# dlaoount from our list prioi
Parts and accessories Including electrolyte and bt
boxes, same basis as other distributors at time of shipment.
The list prices mentioned shall bo our standard list
prices in effeot at the time of shipment of goods herewith.
In addition to the net prices provided for heroin, we
shall charge you ouch sums as may be necessary to cover
such royalties as we may be required to pay to Mr. Thomas
A* Edison on batteries sold for use in foreign countries*
Terms
Het oash within thirty deys from date of invoice with
two paroent (2#) disoount for oash within ten days from date of invoioo
It is understood and agreed that all expenses, in-
dluding those for advertising, entertainment, telegraph, messenger am
long-distance telophono service, etc. , incurred hy you in connection
with the sale of batteries sqopllod hereunder, shall be borne Bolely
by you.
Except with our written consent, you are to dispose of
goods purchased hereunder only for the following purposes!
[ATTACHMENT/ENCLOSURE]
(a) To fill orders for submarine batterlee and parte
and aooeasorles therefor reoeived from the United Btatee Mary De¬
partment. '
(b) To flll'ordere for submarine batterlee and parte
and aooeeaories therefor for use in submarine vessels belonging to
or for use by and any and all foreign nations eawept Germany, Austria
and Hungary.
(6) To fill orders taken by you for batteries, and
parte and aooessorles therefor, for the following named Federal De¬
partments of the United Statesi Bar, Havy, Treasury, Poet Office,
Interior, Oonmeroe, labor and Agrioulture, Including gun firing and
sight-lighting batteries and batterlee for wlrelosB operation and
emergency lifting for use aboard United States Government owned
vessels, but not Including batteries for the propulsion of vehloles
M fneludiiw. t
of any kind whatsoever running on wheels. btttivlio' . 0
(d) To fill orders received by you for batteries,
nns parts and aooessorles therefor, for wireless operation on land
or sea and for emergenoy lighting aboard vessels having American
registry other than those owned by the United States Government.
(e) To fill orders reoeived by you for batteries, and
parte and aooessorles therefor, for use In portable searohlights
oandle power.
thousand
employing lanps eaoh rated
It is understood and agreed that you shall
authorised In writing by us, export nor sell for export,
wise dispose of any batteries or parts or aooessorles therefor for
export or shipment, from the territory comprising the United States
exoopt submarine oelle, the objeot of thlo provision being to proteot
us against the sale of batteries,. parts and aooessories for use in
those foreign territories in which we have exolusive agreements with;.
rATTACHMENT/ENCLOSUREl
gr It is understood and agreed that wo shall not bo liable for
any delay in supplying goods hereunder due to any strike, fire, flood,
war or any unavoidable oauee, or due to inability to obtain or delay
^ in obtaining material.
It io furthermore understood and agreed that the acceptance
of any order from you shall bo subject to suoh requirements ns we
may deem necessary to soouro payment for the goods ordered, and we
shall not be required to, fill any suoh orders until you have satis¬
factorily met our requirements in thiB respect.
I All deliveries of goods hereunder shall be f. o.b. our faotory.
4P
So long as this agreement shall continue, we will refer to
you all of the following inquiries and orders i j>„Y-h #-*<-•<■
All inquiries and orders for submarine batterlee^xooeived
by us for use in submarine vessels belonging to or for use by the navies
of any and all nations, including the United States, and excepting
Oermsny, Austria and Hungary.
~ i .£li inquiries and orders received by ue for batteries for
'wireless operation on land or sea excepting for use of railroads not
V T ^ A. owned by the United States Government, ana ror emergency Aigireius
3 *4 aboard vessels having American registry , except ine; private yaohts, and
^ 4. 4 J excepting such inquiries and orders ae we shall receive from other
$ ? partiee in foreign countries with whom we now have exclusive contracts
j J , for the Bale of suoh batteries, or for batteries for use in territory
covered by suoh contracts*
£11 inquiries and orders received by us for batteries for use
in portable searohligitB employing lamps eaoh rated at one thousand
or more oandle power, except suoh inquiries and orders as we shall
reoeive from other parties with whom we now have exclusive oontraote
/ for the Bale of suoh batteries , or for batteries for nee in territory
/ covered by auoh oontraots and exoepting alBO all inquiries and ordere
/ for Edison-la Franoe hand lanterns and batteries for suoh lanterns
- 3 -
[ATTACHMENT/ENCLOSURE]
and all Inquiries and orders received from Amerlcnn-La France Fire
Engine Company*
It is understood and agreed that no battery sold here¬
under shall be guaranteed by us except under the standard guaranty
of the Edison Storage Battery Company in use by us at the time of
shipment of suoh battery and then only under the condition that the
installation and equipment be approved by us and that such guaranty
be requested within sixty days from the date of shipment by ue of the
battery in question. Suoh guaranties are given by us only on oello
usea only within the limits of the United States whloh for this pur¬
pose shall be oonsidered not to include its insular possessions,
Alaska or the Panama Canal Zone. It is also Bpeoifically understood
and agreed that during this contract or any extensions of same, that
you will not direotly or indirectly sell or promote the Bale of any
Storage Battery other than that made by us.
This agreement shall oontinue only so long ao your
selling methods and tho volume of business reoeived hy us fron you
shall be satisfactory to us and Hr. Thomas A. Edison, and if at any
time your selling mothode or tho volume of business reoeived hy us
from you shall he unoatiefaotory to us or to Hr. Thomas A. Edison or
his suooessor in the ownership of the foreign selling rightB oovered
hereby, we shall not he required thereafter to fill any orders here¬
under or' to refer to you any further orders or inquiries.
This agreement taxes offeot January 1, 1917 and super¬
sedes and takes tho plaoe of any and all prior agreements with you
and with your President, Hr. Hiller Beese Hutohison, relating to
- 4 -
[ATTACHMENT/ENCLOSURE]
v -
\.
\
\
sales of Edison Storage Batteries, and parts and accessories therefo
whether suoh prior agreements wero made with Mr. Thomas A. Edison
poraonally^or with us.
Yoore very truly,
EDIBOH STORAGE BATTERY OOMPAMY
By _
Accepted and agreed tot
UX1LEB REESE HUTCHISON, INCORPORATED
By -
President
Approved:
J
M. H, Hutohlson, 3>lM 0 f Soiling Diva, of
8. 8. B. 00.
Proponed now Coupon/ - H. 8, Hutohlson, Ino.
Continuously
lognl iServloo Department,
Secretarial Scrv. Dept, of E.S.B. Co.
4§±5
6/19/17
1
Mr,
Kutohloom
Eaoloiod please find signed agreement.
You will note that one paragraph whleh appeared In former
drafts has been omitted. This paragraph Staten that tho
Battery Company *111 refer all orders and Inquiries received
by them for wireless operation on land or eea. excepting for
une of Railways not owned by the United States Government
and for emergenoy lighting aboard vessels having Amorloan
registry, oxcoptlng private yaohts and exooptlng such In¬
quiries end ordore as we shall receive from other parties
In foreign countries with whom wo now have exclusive con¬
tracts for the sale of suoh batteries or for batteries for
use in territory covered by suoh aontraot.
The decision to omit this paragraph was
arrived at by the Board of Direotore, Including Mr, Edison,
after very oareful consideration, and as the Board could not
see where tho omission of it will work sny ronl hardship on ,
your company, we trust that you will be agreeable to tho now
draft as ohanged. Among other things that led the Board to
ite decision wes the feet thet your organisation as at present
constituted did not seem capable of covering the situation
adequately. If in the future yeu have built up your organi¬
sation to a point where it is demonstrating Its ability to
handle the entlro matter for the Battory Company, It may be
possible to re-open the question.
As to tho othor ohsnges In the new
draft, they arc only those that you yourself suggested.
Trusting that tho enclosed agreement
will be satlafaotory, I remain,
"•r" ^rciie'.'Vdiion" istm. rnsi"t."
[ATTACHMENT/ENCLOSURE]
Y/eBt Orange, N.J., Jamary 1, 1917J
Miller Keese Hutchison, Incorporated,
^entlQPL Miller Beese Hutohison. Fret
In our agreement dated January 1, 1917, it is provided
that you are not to sell Edison Storage Batteries for the purpose of
propelling vehioles of any kind running on wheels.
notwithstanding the above provision we hereby consent
that, until further notice, you my sell to the United States Govern¬
ment such batteries as it my order from you to replace lead batteries
in vehioles for propulsion purposes , and also to replaoe the Edison
Batteries in oertain trucks owned by the United States Government
and used in the Phillipine Islands, the battery equipment for which
was originally sold through your president, Mr. Hutchison.
This consent shall not be construed to include initial
battery equipment for the propulsion of vehicles, nor the replacement
of Edison Batteries, for the propulsion of vehioles except in the
aforesaid Phillipine Island truoto.
I Attests
Se Cretan
ese hutohiboh, ihcobpobated
[ATTACHMENT/ENCLOSURE]
West Orange, N.J. , January 1, 191V*
Miller Heeae Hutchison, Incorporated,
West Orange, N.J.
Miller BeeBe Hutchison, President.
Gentlemen:
The following are the terras, conditions and prices upon
which we, Edison Storage Battery Company, will fill your orders for
I Edison storage batteries, and parts and accessories therefor:
Prices
Submarine batteries - our list prioe less $13. 50 per 3C.W.H.
Type A cells - 30% discount from our list prioe.
Type B cells - 3$ discount from our list prioe.
Type G cells - 20% discount from our list price.
Type J cells - 20% discount from our list prioe.
Type M cells - 30% discount from our list price.
Type W oells - 30% discount fran our list prioe
Parts and accessories including electrolyte and battery
boxes. Bams basis as other distributors at time of Bhip-
ra0ntThe list priceB mentioned shall be our standard list
prices in effect at the time of shipment of goods here-
Uadein addition to the net prices provided for herein, we
shall charge you such suns as may to necessary to cover
such royalties as we may be required to pay to Hr.
A. Edison on batteries sold for use in foreign countries.
Terms
Met cash within thirty dayB fron date of invoice with
II two percent (2%) discount for cash within ten days fron date of in-
I voice.
It is understood and agreed that all expenses, including.
„„wJe for advertising, entertainne nt , telegraph, messenger and long-
I distance telephone service, etc. , incurred by you in connection with
3 sale of batteries supplied hereunder, shall be borne Bolely by you.
Except with our written consent, you are to dispose of
| goods purchased hereunder only for the following purposes:
(a) ®o fill orders for submarine batteries and parts and
1 accessories therefor received from the United States Navy Department.
It is understood and agreed that you shall not, unless
autlnrlzed in writing by us, export nor sell for export, nor other¬
wise dispose of any batteries or parts or accessories therefor for
export or shipment fran the territory comprising the United States
except submarine cells, the object of this provision being to protect
us against the sale of batteries, parts and accessories for use in
those foreign territories in vfeiohwe have exclusive agreements with
It is understood and agreed t
any delay in supplying goods hereunder due to any striXe, fire, flood.
o inability to obtain or delay
in obtaining material.
[ATTACHMENT/ENCLOSURE]
It is furthermore understood a ad agreed that the aooeptanoe
of any order from you shall be subject to suoh rea.uirements as we
may deem neoessary to secure payment for the goods ordered, and we
shall not be required to fill any suoh orders until you have satis¬
factorily met our requirements in this respect.
All deliveries of goods hereunder shall be f.o.b. our
factory. Orange, 1T.J.
So long aB this agreement shall continue, we will refer to
you all of the following inquiries and orders:
All inquiries and orders for submarine batteries, parts and
aooessories received by us for use in submarine vessels belonging to
or for use by the navies of any and all nations, including the
United States, and except ing Germany, Austria and Hungary.
All inquiries and orders received by us for batteries for
use in portable searchlights employing lamps each, rated at one
thousand or more oandle power, except such inquiries and orders as
we shall receive from other parties with whom we now have exolusive
contracts for the sale of suoh batteries, or for batteries for use in
territory covered by suoh contracts and excepting also all inquiries
and orders for Edis on-la France hand lanterns and batteries for suoh
lanterns and all inquiries and orders received from Amerioan-Ia
France Fire Engine Compaq.
It is understood and agreed that no battery sold hereunder
shall be guaranteed by us except under the standard guaranty of the
Edison Storage Battery Company in use by us at the time of shipment
of suoh battery and then only under the condition that the in¬
stallation ani equipment be approved by U3 and that suoh guaranty be
requested within sixty days from the date of shipment by ub of the
battery in question. Suoh guaranties are given by U3 only on cells
used only within the limits of the United States which for this pur¬
pose shall be considered not to include its insular possessions,
Alaska or the Panama Canal Zone. It is also specifically understood
[ATTACHMENT/ENCLOSURE]
U.H.Bhtchisoa . Sales of Soiling Blv. of E.3.B.00.
Proposed new Company - M.B.aitohlson, Ino.
...Juns 22,1917
Continuously.
legal Servloo Department, ond Sooretarlal 3orvioo Dept, of SJ.D.B.Co.
Ur. Henry innahng,
legal Service Copt.
Shore have boon handed to mo this morning
copy of letter addressed to Hr. U. B. Sntohison by Ur. 3. B.
Haobort, together with original- of oontraot dated Jon.’ lot, 1917
between the Edison Storage Battery Company and Miller Booso
Hutohison, Ino. and modification of certain portion of thin con¬
tract also dated Jan. lot, 1917.
I note that the contract in eignod by a
Htttchlnon apparently an an Individual and ia approved by Show*
A. Edison, wheroas tho modification lo not so signed or approved*
Ho doubt, the papers uro in order ae they
have been delivered to mo, but I am simply raising this point
to raalco suro.fi: the modification of oontraot should bo eignod
in exactly tho somo manner as Uio oontraot, m you no doubt
wont to arrange this.
B. 1 n. K|^o^3eoretaxy,
secretarial 3ervioo Copt,
of S. A. E. Personal.
Ur. Chaa. Edison.
M'uunox- H.B. Hutfe
of E.
Proposed new
jhison Sales o
. S.B . Co.
company - II. S.
f Selling Div.
Hutohison, Inc.
«- Continuously
legal Servip'e Dept and Seo. Serv. Dept, of E.S.B. Co.
Replying to your memoranda of June 22nd and 29th.
The only object in having Hr. Edison sign the K. R. Eutch-
1 Inc. agreement personally is because the agreement relates to
mentary letter was first prepared, it related only to the United
States and it was not intended that Hr. Edison should sign it per¬
sonally. The letter was afterwards revised to permit the Kutchis
Company to sell batteries to replace Edison batteries in certain
trucks owned by the United States Government and used in the
Philippine Islands. As so revised it might have been properly
signed by Ur. Edison as an individual. I do not think, however,
that it is a matter of sufficient importance to trouble Mr. Edisoi
to sign the copies again, inasmuch as the main contract and the
letter of amendment were executed at the same time and the main
contract is marked approved by Hr. Edison.
I am returning herewith the papers received with your
memorandum of June 29th.
Henry lanahan
" SECRETARIAL SERVICE DEPARTMENT OF THOMAS A. EDISON, PERSONAL.
Memorandum No.
' DIVISION«porKmal plant n, Ellvor Lnl ce, B, J*
SUBJECT i •n.'narml Of Aold Valvos
1244
Date Bay nth, 1317
Kr, Delos Roldan,
legal fsrvlco Depti for
=. s. SS
17, 1916 jar. Allen,
r£s^s?^ ft ss %>T*Blz as o^t0
Beat to ae sl*s?ly os an extract by Kr. Alisa,
■w* *.»*»£ S“J££2S &SoISS.“‘»»
SSsSSr.
rr^rHII'ir
*!?££** SSS^2fSS?SSS « nsthod wo finally dloooreorod
of^Socd the valve ray to* It can easily to ro¬
es4 rofprdleee m8 umd will over to r-ooeeuary
originally fomlehod un.
SO oro only toglad to give tto benefit of <»r tovrt W»at t° the^
SISH^K «
them odont this valve at onoo*** \
June 14,
1917
Mr. R. W. Kellow:- '
Referring to your memoranda Hos. 1213 and 1244 addressed
to Mr. Holden and dated May 6, 1917 and May 11, 1917 respectively,
with reference to an invention relating to the renewal of aoid valves,
the situation appears to he as follows :-
Mr. Charles Dally olaims to have been the first to make
this invention. He states that he made a sketch, about March, 1916,
illustrating the invention^ the presenoe of Mr. Moss and Mr. W.H.
Mason. Mr. Mason substantiates Mr. Daily's olaims, stating that he
had Mr. Moss make up twenty-five or thirty valves under his direction
and in accordance with the design of Mr. Dally, and that these valves
were installed and in operation for some time, possibly one or two
months, before Mr. W. S. Dowling became aware of their use. Some¬
what later, according to Mr. Dally, Mr. Sonnekalb filled a patent ap¬
plication on the invention, the rights to which have been assigned
to Mr. Dowling. Mr. Dowling and Mr. Re ter A. RigbA^ are now ap¬
parently exploiting the invention -through the Bloomfield Valve Main¬
tenance Company.
When Mr. Dally learned that Dowling aid his associates were
trying to obtain .a patent on the invention, he proceeded to file an
application thereon through Mr., Ralph H. Flint of #2 Rector Street,
Hew fork. This applioatton^w^tt led by Mr. Dally on Maroh 16, 1917.
Mr. Dally was^^^^^ty the,*ij?st tomake. tAis invention,
and Mr. Holden and myself are of the opinionthat inorder to properly
proteot ourselves in the use of the inventionjlitjwpuld be advisable
-2-
for us to take over the proseoution of Mr. Daily's application and
to pay all further expenses in connection therewith in return for a
lioense from Mr. Dally permitting the Edison affiliated interests
to mate and use the invention. This proposition is entirely satis¬
factory to Mr. Dally.
Will you kindly advise whether or not you wish us to take
over the proseoution of Mr. Daily's application under the conditions
stated. j
c^4z/^
WH-JS
0.0. to Messrs. Chas. Edison,
Mamhert and Allen
h
|
j
ki. i[r
SECRETARIAL SERVICE DEPARTMENT OE THOMAS A. EDISON, PERSONAL. 1
umnm ~~AAcI yCa.y t^e.a
~&vuo "*30 - yu>0 w. ' -
7/voui (a- a&-o-c7 '^t-Lsloo-^L-tjCi H't-t-r
}Y vy'A.Ct.c.fl if-OO ~~?Ac6 7^ y~ <-■>- '- I 6-CCL
/) s 8»#«a «i>tr ;^w*o <>t H& leawl*
„ jm possible within the disorotion at the said President or any Vloe-
Fro aidant of the Trustoe, It holnfl understood that In no event aro the aald
prooeeds to ho re-lnvested In any seourltles not loflally allowed for Inrest-
mont of funds of earln£ B banka undo r the law* of the State of How York.
Xho party of the sooond Fart hereby aooepts the trust hereby ere¬
cted, an* oorenants that It will fulfil, perform and dlaOher PREMIER MILL CORPORATION
j Geneva, New York, U. S. A. „ ^ _
! FIlANEVtl-OPE No . •/••**'
CONTENTS Ho .
? „ ■«,.»/»« imam (P«8«»0
| R*™™ TOordT1*0-^ - -
1 Dearborn. Ml oh 1 Kan
Contract No. 204
SCHEDULE
TYPE
MILL NUMBER
Heavy-15^
6013
X
X
X
\ ■
X
X -
X
. „•/ X
January 28, 1925.
Mr. J. 7. Killer;-
I am a ending you, herewith, a letter of Mr. B. O. Llehold,
General Secretary to Henry Ford, dated January 21,
1925, attached to which le a contract for a Heavy 15"
Ho. 6013 Pranier Mill, such contract being made be¬
tween the Ford Motor Ocmpany and the Pranier Kill
Corporation, Geneva, Hew York.
This Mill haa been purchased by Mr. Ford, and I understand
that it la going to be a present to Mr. Edison. You
will see from Hr. Heboid's letter that Mr. Ford also
assumes the $150.00 yearly service oharge.
1 think you had better keep this with your other contracts.
V. H. Keadowcroft.
Ediphoned-C
PREMIER MILL CORPORATION
COLLOID MILLS
GENEVA, N. Y.
iv
We are herewith enclosing invoice for §150.00 being annual
service charge in accordance with your contract for the
year April 21, 1927 to April 21, 1928, on your Heavy-15’
Premier Colloid Mill which was shipped to you on April
21, 1925.
Very truly yours,
PREMIER MILL CORPORATION
[ATTACHMENT/ENCLOSURE]
( COPY )
PREMIER MILL CORPORATION
Geneva, New Yorlc.
COLLOID MILLS.
Purchaser
THOMAS A. EDISON
ORANGE, NE’.V JERSEY.
flatn of shipment
1927.
April 21st -
o annual Service Chare® cn yourH9avy-15''Promi6j
Colloid Mill for one year April 21, 1927 to prll
Total
$-150.00
Verbal Orders Dont Go!
(WE CANNOT AFFORD TO TAKE CHANCES ON FAULTY MEMORIES)
/W.
W. 2443
fax* iA . ^ A"
Z&. fjustsuu'u^ ‘h'Ju/ /