rap&vt*
A SELECTIVE MICROFILM EDITION
PART IV (1899-1910)
Thomas E. Jeffrey Lisa Gitelman Gregory Jankunis .David W. Hutchings Leslie Fields
Theresa M. Collins Gregory Field Aldo E. Salerno Karen A. Detig Lorie Stock
Robert Rosenberg Director and Editor
Sponsors
Rutgers, The State University Of New Jersey National Park Service, Edison National Historic Site New Jersey Historical Commission Smithsonian Institution
University Publications of America Bethesda, MD 1999
Edison signature used with permission ofMcGraw-Edisou Company
Thomas A. Edison Papers at
Rutgers, The State University endorsed by
National Historical Publications and Records Commission 18 June 1981
Copyright © 1999 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, includingpliotocopying, recordingor taping, or information storage and retrieval systems— without written permission of Rutgers, The State University, New Brunswick, New Jersey.
The original documents hi this edition are from the archives at the Edison National Historic Site at West Orange, New Jersey.
THOMAS A. EDISON PAPERS
Robert A. Rosenberg Director and Editor
Thomas E. Jeffrey Associate Director and Coeditor
Paul B. Israel
Managing Editor, Book Edition Helen Endick
Assistant Director for Administration
Associate Editors Theresa M. Collins Lisa Giteiman Keith A. Nier
Research Associates
Gregoiy Jankunis Lorie Stock
Assistant Editors Louis Carlat Aido E. Salerno
Secretary Grace Kurkowski
Amy Cohen Bethany Jankunis Laura Konrad Vishal Nayak
Student Assistants
Jessica Rosenberg Stacey Saelg Wojtek Szymkowiak Matthew Wosniak
BOARD OF SPONSORS
Rutgers, Tlie State University of New Jersey
Francis L. Lawrence Joseph J. Seneca Richard F. Foley David M. Oshinsky New Jersey Historical Commission Howard L. Green
National Park Service John Maounis Maryanne Gerbauckas Roger Durham George Tselos Smithsonian Institution Bernard Finn Arthur P. Molella
EDITORIAL ADVISORY BOARD
James Brittain, Georgia Institute of Technology R. Frank Colson, University of Southampton Louis Golambos, Johns Hopkins University Susan Hockey, University of Alberta Thomas Parke Hughes, University of Peimsylvania Peter Robinson, Oxford University
Philip Scranton, Georgia Institute of Technology/Hugley Museum and Library Merritt Roe Smith, Massachusetts Institute of Technology
FINANCIAL CONTRIBUTORS
PRIVATE FOUNDATIONS The Alfred P. Sloan Foundation Charles Edison Fund The Hyde and Watson Foundation National Trust for the Humanities Geraldine R. Dodge Foundation
PUBLIC FOUNDATIONS National Science Foundation National Endowment for the Humanities
National Historical Publications and Records Commission
„ PRIVATE CORPORATIONS AND INDIVIDUALS IMO Industries
Mr. and Mrs. Stanley H. Katz Matsushita Electric Industrial Co., Ltd. Midwest Resources, Inc.
AT&T
Atlantic Electric
Association of Edison Illuminating Companies
Battelle Memorial Institute The Boston Edison Foundation Cabot Corporation Foundation, Inc. Carolina Power & Light Company Consolidated Edison Company of New York, Inc.
Consumers Power Company Cooper Industries Corning Incorporated Duke Power Company Entergy Corporation (Middle South Electric System)
Exxon Corporation
Florida Power & Light Company
General Electric Foundation
Gould Inc. Foundation
Gulf States Utilities Company
David and Nina Heitz
Hess Foundation, Inc.
Idaho Power Company
Minnesota Power New Jersey Bell New York State Electric & Gas Corporation
Nortli American Philips Corporation Philadelplua Electric Company Philips Lighting B.V.
Public Service Electric and Gas Company
RCA Corporation
Robert Bosch GmbH
Rochester Gas and Electric Corporation
San Diego Gas and Electric
Savoimoh Electric and Power Company
Schering-Plough Foundation
Texas Utilities Company
Thomas & Betts Corporation
Thomson Grand Public
Transamerica Delaval Inc.
Westinghouse Foundation Wisconsin Public Service Corporation
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
The Legal Series consists of correspondence, printed litigation records, case files, agreements, and other legal documents. The documents for the period 1899-1910 appear in the following order: (1) Harry F. Miller File; (2) Richard W. Kellow File; (3) Legal Department Records. The Miller and Kellow files consist primarily of agreements and other legal documents, such as assignments, licenses, powers of attorney, deeds, and bonds, along with a small amount of related correspondence. The Legal Department Records consist of correspondence, patent interference files, litigation case files, agreements, and other documents relating to the activities of the Legal Department, a centralized office for the consideration of legal matters involving Edison and his companies.
Harry F. Miller File. Harry F. Miller began his association with the Edison laboratory in 1 888 in the office of John F. Randolph; he succeeded Randolph as Edison's private secretary in 1 908. Miller also served as an official in several Edison companies, including the National Phonograph Co. and Thomas A. Edison, Inc. Although most of the documents in the Miller File date from the nineteenth century, there is also some material from the twentieth century. The documents for 1899-1910 relate primarily to phonographs, ore milling, and batteries, as well as to Edison's personal and corporate finances. Included are agreements and other items pertaining to the Edison Manufacturing Co., Edison Phonograph Works, Edison Portland Cement Co., National Phonograph Co., and other Edison companies. Also included are agreements and other documents concerning the commercial use of Edison's name by Thomas A. Edison, Jr., and others.
Richard W. Kellow File. The majority of items in the Kellow File date from the first three decades of the twentieth century. For much of this period, Kellow served as a secretary of Thomas A. Edison, Personal Interests, which became a division of Thomas A. Edison, Inc., after the organization of that company in February 1911. The documents for 1899-1910 include material pertaining to the corporate identity and the finances of the Edison Portland Cement Co. and Edison-Saunders Compressed Air Co.; items relating to real estate, insurance, and royalty agreements; and documents dealing with the sale and promotion of storage batteries and electric vehicles.
Legal Department Records. Established in 1 904, the Legal Department centralized the business of Edison, his laboratory, and his companies for the consideration of legal matters. It dealt primarily with patent concerns, including applications, interferences, and infringement litigation, but it also handled a variety of other legal matters, such as real estate transactions, copyright and trademark cases, and the execution of agreements, assignments, and licenses. Edison's personal attorney, Frank L. Dyer, served as general counsel of the Legal Department. He continued to manage its affairs even after he became Edison’s chief executive officer in 1908, replacing William E. Gilmore as president of the National Phonograph Co. and several other Edison companies. The records of the Legal Department consist primarily of files that Dyer, his staff, or his predecessors collected and maintained on individual subjects or cases. The documents for 1 899-1 91 0 are arranged by subject into five groups: (1) Battery; (2) Cement; (3) Motion Pictures; (4) Phonograph; and (5) Edison’s Name.
The selected material in the Legal Series includes agreements and other legal instruments pertaining to the activity of Edison and his companies; patent interference files providing descriptions or exhibits of experimental work done by Edison and his associates; litigation case files that demonstrate Edison’s involvement in the progress of litigation or that broadly concern his experimental work and the business and legal strategies of his companies; and related correspondence. Whenever there are multiple copies or variant versions of the same document, the signed original (if available) has been selected. If a signed original cannot be found, the copy that most closely approximates the final document, such as a copy entered into evidence during litigation, has been selected. Drafts of agreements and other legal documents have also been selected if they are in Edison's hand or if there are significant variations between a draft and the final document.
Among the items not selected are patent assignments, letters of transmittal and acknowledgment, announcements of shareholders’ meetings, proxies, powers of attorney, routine memoranda between attorneys, and perfunctory communications with the courts. Also unselected are the numerous suits in which Edison or one of his companies was at least nominally involved, but for which there is no evidence of Edison’s direct participation. Because of the vast quantity of material in the Legal Department records, detailed descriptions of the unselected case files and other unselected records have not
been presented. A comprehensive finding aid is available at the Edison National Historic Site
Documents of a legal orquasi-legai nature also appear in other series on the microfilm. The Document File Series includes numerous agreements between Edison and other parties, along with memoranda by Edison regarding proposed contracts; correspondence between Edison and his attorneys; and material relating to the formation and activities of the Legal Department. Corporate documentation and other material of a legal nature, including correspondence and other items pertaining to the progress of litigation, can also be found in the Company Records Series.
HARRY F. MILLER FILE
The documents in this file cover the years 1870-1929, but most of the items were generated in the nineteenth century. The material for 1899-1910 consists primarily of contracts and agreements, assignments and licenses, powers of attorney, deeds, bonds, and other legal documents. There is also a letterbook covering the years 1908-1916, along with unbound memoranda, correspondence, and financial documents such as bank notes, stock certificates, bills, and receipts. The documents relate primarily to phonographs, ore milling, and batteries, as well as to Edison's personal and corporate finances. Included are agreements and other items pertaining to the Edison Manufacturing Co., Edison Phonograph Works, Edison Portland Cement Co., National Phonograph Co., and other Edison companies. Also included are agreements and other documents concerning the commercial use of Edison's name by Thomas A. Edison, Jr., and others.
Among the documents for 1899 are an agreement with Charles E. Stevens regarding foreign phonograph sales; a contract with William L. Saunders of the Ingersoll-Sargeant Drill Co.; and financial agreements between Edison and investors in the Edison Portland Cement Co. The items for 1900 include statements of Edison's account with the Galisteo Co. for expenses involved in gold ore experiments; an agreement with the American Mutoscope S Biograph Co.; and documents pertaining to bond transactions and stock options involving the Edison Phonograph Works and Edison Portland Cement Co.
Also included are profit and loss statements for the Foreign Department of the National Phonograph Co. (1 901); documents dealing with the resignation of Charles E. Stevens as Foreign Department manager (1902); statements by Cloyd M. Chapman and Robert A. Bachman regarding an accident at the briquetting oven at the West Orange laboratory (1903); an agreement between Thomas A. Edison, Jr., and his future wife, Beatrice Willard (1905); agreements pertaining to the manufacture of the patent medicine, Edison Polyform (1 906-1 907); a memorandum by Edison concerning the payment of a $3,000 loan from William E. Gilmore to Frank L. Dyer (1908); documents relating to the ownership and disposition of the stock of the Edison Phonograph Works and International Graphophone Co. (1909-1910); and a 16-page set of "Instructions for Keeping Various Solutions Under Control For the Production of Nickel Flake” for storage batteries (ca. 1910).
The unbound documents in the Miller File were originally filed in envelopes. These envelopes and theircontents lacked consistent chronological or topical organization. The folders in the archival record group correspond to the original filing system. A detailed finding aid is available at the Edison National Historic Site. The material selected for publication has been rearranged chronologically.
Approximately 70 percent of the documents for the period 1899-1910 have been selected. The unseiected material includes numerous duplicates and variant versions of other documents in the Miller File and elsewhere. Also not selected are agreements and correspondence with users of the Edison Phonoplex System of Telegraphy; routine items pertaining to stock holdings, note transfers, journal entries, and other financial matters; leases and routine property documents; receipts, correspondence, and other items relating to insurance policies; powers of attorney; letters of transmittal and acknowledgment and other non-substantive correspondence; and the envelopes and accompanying summary sheets.
HARRY F. MILLER FILE 1899
This is to certify that the business carried
on by me under the name C.E. Stevens, at the Edison Build¬ ing, on Broad Street, New York City, and all the assets belonging to that business are the property of William E. Gilmore, Trustee, and is carried on by me for his benefit. Dated at New York this day of
— - — , eighteen to
/cfwk^t-A AATlb^t'-
/ r \s, .
Hl)
, eighteen hundred and ninety-nine.
o
THOMAS A. EDISON with
WILLIAM L. SAUNDERS and
THE INGERSOLL-SEROEANT DRILL COMPANY.
AGREEMENT .
Dated March 1899.
I MEMORANDUM OP AGREEMENT
made this 23rd day of March, 1899, between THOMAS A. EDISON of Orange, County of Essex, State of New Jersey, party of the first part, and WILLIAM L. SAUNDERS of North Plainfield, County of Somerset, State of New jersey and THE INGERSOLL-SERGEANT DRILL COMPANY, a cor¬ poration organized and existing under the laws of the State of West Virginia and having its principal place of business in the City of New York, State of New York, parties of the second part;
WHEREAS, the said Edison is the inventor of a new and useful Method of and Apparatus for Re-heating Compressed Air for ’Industrial Purposes upon which an application for Letters Patent of the United States was filed in the United States Patent office February 27, 1899, Serial No. 706,976, and upon which invention an application for a British pat¬ ent has been prepared and is about to be filed; and
WHEREAS, the said Edison is the sole owner of all rights to the said invention and of the patents which may be granted thereon for the United states and Great Britain; and WHEREAS, the parties of the second part obtained Letters Patent of the United States No. 486,411, granted November 15, 1892, upon the invention of the said Saunders relating to a new Method of Increasing the Efficiency of Motor Fluids, which invention is also covered by British Letters Patent No." 20,676 ‘ of the year 1892,' the
parties of the second part being the sole owners of said United States and British patents and of all rights thereun¬ der; and
WHEREAS , the^parties hereto are desirous of exploit¬ ing the said inventions of said Edison and said Saunders in the United States and Great Britain as a single enter-
I IT IS AGREED as follows:
1. A corporation shall forthwith be organized under the laws of the State of New Jersey, with a capital stock of Ten thousand Dollars ($10,000), to be known as The Edlson-Saunders Compressed Air Company, and which cor¬ poration shall purchase and become the owner of the said inventions of the said Edison and said Saunders for the United States and Great Britain, and of the patents already issued upon the invention of said Saunders for said coun¬ tries and of the patents which may be issued upon the ap¬ plications before referred to of the said Edison.
2. It is further agreed that the consideration to be paid for said inventions and patents shall be respectively Seven thousand five hundred Dollars ($7,500) to the said Edison and Two thousand five hundred Dollars ($2,500) to
the parties of the second part; and the parties hereto agree to take the capital stock of said Company, at par, in payment of said amounts .
3. It is further agreed that immediately upon the organization of the said corporation the parties hereto will for thwi th ,and for the consideration before mentioned, as¬ sign to said corporation . the entire right, title and inter¬ est in said inventions and the patents already issued and which may be Issued thereon for the United States and Great Britain.
IN TESTIMONY WHEREOF, the parties have executed these presents (the said The Ingersoll-Sergeant Drill Company by. its officers thereto duly authorized) the day
-2-
'olu* £■ ,■
In presence of:
In consideration of the premises herein stated it is understood and agreed between the parties hereto that the Ingersoll Sergeant Drill Col. is to have the exclusive'. right to the inventions in the United States and England covered by said patents for mines, tunnels and quarries, upon pay¬ ment of a royalty the amount of which is hereafter to 1 agreed upon by the parties to this instrument, but such li- | cense shall not be transferable.
7>
the ik - ;
J ~ Northern Centmlllailway Co. Phihula., mini. i'JlaUaJt./t.Co.
West Jersey tout Seas/ioreJtailroad Company.
[ RECEIVED j
JUN.-ia-t8»0
AnstilJli
Mr. T. A. Edison,
Oranga, TT.J.
Dear Sir:-
I have not acknowledged receipt of your faWr 0/
August 15th, 1898, as X have been canvassing our line in the hope that I could introduce enough phonoplex circuits to make it worth our while to take advantage of the arrangement made some time ago between Mr. Logue and myself whi ch was approved by your letter.
To my surprise and regret it has not seemed practicable to so materially increase the number of phonoplex circuits as to make it worth while to take advantage of this arrangement. Indeed it seems that it is to our best interest to dispense with one of the circuits in effect and I will ask you to take this as notice that we expect to discontinue the circuit that we are now working between Philadelphia and Camden on the 1st of July, 1899.
As above, I am very sorry that we cannot make the pro¬ posed arrangement as it seemed to be a equitable method of adjusting the loss which we have suffered in paying you for circuits which we have not psed^, but possibly you can suggest some other method by vrhich we can be compensated for this loss.
Allow me also to express my regret that I was not able to attend the meeting of the Railway Telegraph Superintendents at Wilmington recently and therefore missed the great pleasure of meeting you personally.
I trust that it will not be long before X may have , this pleasure.
Yours very truly,
Supt. Telegraph,
| BY WILLIAM E. GILMORE ]
Pennsylvania P. Oo. ,
A. Hale,. Esq. , Supt. Telegraph, Philadelphia, Pa.
Dear Sir;
Mr. Edison referred to me some little time ago your communi¬ cation of June 17'th acknowledging the receipt of his letter' of August 15th, 1800, regarding a certain understanding reached by you', with our Mr. Logue (and which we assume was accepted), all of, [which wa? outlined in Mr. Edison's comimfaioation above referred to. i iLijgiie, ^ho is thoroughly familiar with the situation, has been WesitV, and I hail hoped to haVe him back here before now, but certain phonoplex -circuits , that i-yy’da necessary for jus to erect for the Western Unibri TelegraphCo.
other Companies in the West has necessitated his '''going through to the Pacific coast, so that at present he is somewhere jin the neighbor¬ hood of Los Angeles. It v/as our understanding that the arrangement as outlined in Mr. Edison's letter of August 15th was entirely satisfactory to you and we had hoped to work out the arrangement to -the mutual!- . satisfaction of both your Company and ourselves. However, I must apologise for not having acknowledged your communication ‘before, but I
Type "Q" Cel I,
Penna* R. R. Co. (2) 7/11/99.
must now ask that the matter now be deferred pending Hr. Loguo ' s return, a» in view of the fact that the arrangement was made with him orlginallfr and subsequently confirmed by contract with Hr. Edison, and as X can not thoroughly familiar with all the details I would like to have a full talk with him on the subject. He is moving so rapidly around the country that I am unable to .reach him except by wire, but the last correspon¬ dence from him indicated that he hoped to return within the next .go days. I would therefore suggest that further consideration of this subject bo deferred unf.il his return East, when I will be very glad to advide you , as to what, if any, other arrangement can bo effected.
Yours very truly,
te/iw
General Manager.
Mr. w. i. onjwtfft,
General Mtaa^e**, Sain^n Kanuf , Cqmp Oranpo , ^.J.
Dear 81r:-
Yours of tiie lUfa instant ha£ lwie» hbldJ>ondlir>G t)f absence from town. Z shall be Vary .glad to ^aUc this matter over with Mr. Lofiwe, 'tot X have ’to advise you that on tho basis of my letter of June 17th, we have already il^otmtinued th* phonoplex circuit between Philadelphia and CAmfon as of July 1st.
As explained In my letter of June £T($tt to Mr. Xdisog it was originally my hops tod expectation that the arrangement outlined in his letter of August 18th, 1888, would ho satis* factory, but under present circumstances t oamjot see how it can
r Wc b.ved'
Ay, JUL-riO. 18!)!)
I ^Anstf . ,, . .
Yours tml/t
supt. Yeiegraphi
be carried out,
THIS AGREEMENT, made this /< r^(- rvv J day
of ^tnKuJrtrt - A.D. 1899, between THOMAS A. EDISON, of the first
part, and CHESTER R. BAIRD, of the second part:
WITNESSETH that the sa’ld parties, in consideration of the sum of one dollar each unto the other in hand well and truly paid at or before the ensealing and delivery hereof, ‘the receilpt where¬ of is hereby acknowledged, do covenant and agree to and with each
1.. The said Thomas A. Edison agrees to sell and deliver to the said Chester R. Baird one hundred $1,000 First Mortgage Gold Bonds of the Edison Pho<Jogra3m?sr ks , a corporation duly or¬
ganized under the laws of the of Mh;; certain mortgage bearing date\AugiqirJ>2nd, said Edison Phonograph Works to\he sStgH pany of Newark, New Jersey, recorded int^i County, New Jersey, October 25, 1897,\inS
Mortgages, Page 487, etc.
i of Nhw jersey, secured by a ft"2nd, A\D. 1897, made by the
ty Srust & Deposit Com- gister^s Office of Essex
The said Chester R. Baitnagrges buy from the said
Thomas A. Edison the said bonds of 1
.Edison Phonograph Works
and to pay the said Thomas A, Edison therefore the sum of $100,000 in cash within thirty days after the ex£$uti6n of this agreement.
3. At any time within t
i year afteif^he faotory of The
Edison Portland Cement Company, a corporatioh^organized under the laws of the state of New jersey, begins to manufacture cement in. .. commercial quantities, the said Thomas A. Edison, will exchange at the option of the said Chester R. Baird, any or all of the said bonds of the Edison Phonograph Works at par for stock of the said Edison Portland Cement Company at $10 per share, the par thereof being $50. per share, that is to say, *ar any bond of the Edison Phonograph Works of the face value of $l,000,he< will give 100 shares of stock of the Edison Portland Cement Company.
4. The said Thomas A, Edison will at the time of the execu-
* ^eP°Slt Gtaf^aJ
i 10,000 shares of>the Edison Portland Cement Company in f'
his name and duly assigned in blank by him > to be heid by said depositary during the period of one year from the time that the
said Edison Portland Cement Company begins to manufacture oement in commercial quantities as aforesaid, in trust to deliver the whole or any part thereof to the said Chester R. Baird upon receiv¬ ing from him bonds of the Edison Phonograph Works, in the ratio' above specified.
At the expiration of said year, • so much of said stock as the said Chester R. Baird shall not have exercised his option to take shall be delivered to the said Thomas A. Edison.
It is hereby agreed that should the said Chester R. Baird desire to sell any or all of the said bonds, he shall offer them to the said Thomas A. Edison at par with accrued interest before mak¬ ing sale of them to, any other parties;
BT Y/ITEES3 TOEREOP the said parties have hereunto set
'JSEAJ.)
THIS AGPEKHEDT, made this ninth (9) day of December, J
A. Ii. 1899, between THOI HAS A. EDIROH, of the first part, and CHESTER R. BAIRD, of the second part:
WITI1E3SETH that the said parties, in consideration of the sum of one dollar each unto the other in hand well and truly paid \
at or before the ensealing and delivery hereof, the receipt where- !
of is hereby acknowledged, do covenant and agree to and with each other as follows: I
1. The said Thomas A. Edison agrees to sell and deliver to j
the Bald Chester R. Baird one hundred $1,000 First Mortgage 5$
Gold Bonds of the Edison Phonograph Works, a corporation duly or¬ ganised under the laws of the State of Maw jersey, secured by a certain mortgage bearing date August 2nd, A. II. 1897, made by the said Edison Phonograph Works to the Fidelity Trust and Deposit Com- j
pany of Howurk, Hew jersey, recorded an negioi.nr’o Office of Essex ■-
County, Hew Jersey, October 25, 1897, in book Ho. 83 of Chattel j
Mortgages, Page 487, etc., and in book 0 13 of Mortgages, page |
125, etc. .
2. The said Chester R. Baird agrees to buy from the said Thomas A. Edison the said bonds of the. said Edison Phonograph Works, and to pay the said Thomas A. Edison therefore the sum of $50,000
in cash, the receipt of which is hereby acknowledged, and the fur¬ ther sum of $50,000, within thirty days from the date hereof.
3. At any time prior to one year after the factory of The Edison Portland Oeraent Company, a corporation organised under the laws of the State of Hew Jersey, begins to manufacture Cement in commercial quantities, the said Thomas A. Edison will exchange at the option of the said Chester R. Baird, any or all of the said bonds of the Edison Phonograph Works at par for stock of the said The Edison Portland Cement company at $10 per share, the par thereof being $50. per share, that is to say, for any bond of the Edison Phon^rgyaph works of the face val^ of $1,000, he will give 100 shares of the stock of the Edison Portland Oeramt Company. ^
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b3M' jou‘ T» oowdTCjGj..'.;;'Toi.
tj ' ;iVXIiD‘ o*. f-W« aecouy
Vij* J9ao‘ pq#&oe» iliOHVa.-V* EDIUOSi* »i «/o u*.of wiiq (
a, ma vcsumasia.?. *wfe fyjfu uiw+’k (a) qsrx o* ijecoujjej
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4. The said Thomas A. Edison will at the time of the execu¬ tion of this agreement deposit with the West End Trust and Safe Deposit Company of Philadelphia, Pennsylvania, 10,000 shares of the Edison Portland Cement company in his name and duly assigned in blanlc hy him to he held by said depositary during the period of one year from the time that the said Edison Portland Cement Company begins t o manufacturs cement in commercial quantities as aforesaid, in trust to deliver the whale or any part thereof to the said Chester R. IJaircl upon receiving from him bonds of the Edison phono¬ graph Works, in the ratio above specified.
At the expiration of said year, so much of said stock as the said Chester R. Baird shall not have exercised his option to take shall be delivered to the said Thomas A. Edison.
It is hereby agreed that should the said Chester R. Baird desire to sell any or all of the said bonds, he -shall offer them to the said Thomas A. Edison at par with accrued interest before malt¬ ing sale of them to any other parties.
Ill WITHESS WHEREOF the said parties have hereunto set their hands and seals.
SEALED AHD DELIVERED f in the presence of )
HARRY F. MILLER FILE
1900
THIS AGREEMENT made this ninth (9) day of January, A.D. 1900 between Thomas A. Edison of the first parV^ and - Chester R. Baird of the seoond part :
/WITNESSETH: - That the said parties in considera¬
tion of the sum of one dollar each unto the other in hand well and truly paid at or before the ensealing and delivery hereof, the receipt whereof is hereby acknowledged, do covenant and agree to and with each other as follows:--
EIRST: — That the second clause of the agreement 1 dated the ninth (9) day of December, A. D. 1899 between jj tlie parties hereto is hereby cancelled and made void.
SECOND:-— That the following is to be substituted jj for toe second clause as aforesaid and is hereby made a part of the agreement dated the ninth (9) day of December,
| A* D. 1899 - "The said Chester R. Baird agrees to buy
from the said Thomas A. Edison the said bonds of the said Phonograph Works, and to pay the said Thomas A. Edison— j therefore the sum of fifty thousand dollars -(-$5 0,000) in
j cash— the receipt of which is hereby acknowledged,— and
j the further sum of fifty thousand dollars— ($50,000) — to be paid in equal monthly payments of ten thousand dollars- j ($10,000)-- each, said payments to bear interest at the
| rate of six per cent (6^) per annum and to be represented .
j by notes of the 3aid Chester R. Baird, drawn to the order
jj °f said Thomas A. Edison, dated January ninth, (9), 1900,- jj and due respectively in one, two, three, four and five jj months. On payment of any note the said Thomas A. Edison ij agrees to deliver to the said Chester R. Baird bonds as aforesaid to the par value equal to the amount of the note
(2)
THIRD: - There is no change in any of the other
terms ^and conditions of the agreement dated the ninth (9) day of December A. D. 1899., except in clause two as afore¬ said, and all the other terms and conditions remain in force and are binding upon the parties hereto.
IH WITNESS WHERE OE : The said parties have hereun¬ to set their hands and seals
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ffiicAatrtJlCZh/fr. />WtA /..*%) yen
uS/w/m/) ft'. fy/rK
Mm-, Jy. •&,,/*,, 6* Y,,/rJ'ff,r,,.J,J.
'■ .9/A^«Y/Lct.
>/’/>. January 20, 1900.
fZM'.'AMnr
J&7t/Vrf;. A tV‘ )/•//%
X/.. VtK.M/0/tVK
W. S. Mallory, Esq.,
O/o Edison laboratory,
Orange, M.J.
Dear Mr. Mallory ,-
I enclose two copies of the new agreement between Mr. Edison and the One Milling Company, and I also return the draft agreement and the Galisteo agreement. If you have the original Qalisteo agreement, you should add the signatures to Schedule A so as to make it complete. I also enclose a draft for a proxy, which you can have printed and sent out with the
(R.JT.D.)
(Enclosures)
[ATTACHMENT]
MEMORANDUM O? AGREEMENT made this ':,v . day
of January, 1900, between THE EDISON ORE MILLING COMPANY, LIMITED, a corporation of the state of How York, hereinaf¬ ter called “the Company", party of the first part, and THOMAS A. EDISON, of Orange, New Jersey, party of the sec¬ ond part .
WHEREAS the parties hereto entered into certain agreements dated January 12th, 1880, and October 14th, 1887; and whereas by said agreement of October 14th, 1887, it was agreed that the said Edison should advance a sum not exceed¬ ing twenty-five thousand dollars ($25,000) for expenses in¬ curred in the interest of the Company in devising a practi¬ cal system for the extraction of the precious metals from ores, tailings, gravel and other deposits, and in procuring patents on the seme; and whereas by said agreement of Octo¬ ber 14-th, 1887, it was further provided that in case the ex¬ periments of the said Edison did not result successfully, he, the said Edison, should make no claim on the Company to reimburse the amount so advanced by him, but if said ex¬ periments were successful, all moneys advanced by said Edi- ! son for said purpose should be repaid to him by the Company;
AND WHEREAS the said Edison did advance, or caused to be advanced, the said sum of twenty-five thousand dollars ($25,000) on account of said expenses without bringing said experiments to a successful termination and without succeed¬ ing in devising a practical system for the extraction of the
[ATTACHMENT]
precious metals from ores, tailings, gravel or other de¬ posit s; hut the said Edison continued to advance, and to [ induce others than the Company to advance, money for carry¬ ing on said experiments and procuring said patents until large sums over and beyond said sum of twenty-five thousand dollars ($25,000) have been advanced and oxpended for that purpose, and the said Edison believes that he is about to attain success in said experiments in the direction of the extract ion of the gold from dry placer gold bearing deposits; and whereas the interest of the Company in the successful results of the said experiments and in the patents based thereon is in doubt, and it is the desire of the parties to make that interest certain;
NOW THEREFORE , in consideration of the foregoing premises and of the sura of one dollar by each party to the other paid, it is agreed as follows;
1. The said agreements of January 12th, 1880, and October 14th, 1887, are hereby cancelled, and all rights or interests of the Company in or to the inventions and patents of the said Edison, except as hereinaftor provided, hereby revert to the said Edison. The Company will execute an as¬ signment to the said Edison of all patents and applications for patents of which the Company may now hold the legal'1--' - title.
2. The parties hereto hereby mutually release each other from all obligations under said contracts, and from any and all claims for damages for any and all breaches
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thereof; and further, the said Edison hereby releases the Company from all claims or demands for any work done by him for the Company, and for moneys advanced by him to it or for it on its request.
3. It is understood and agreed that the Company does not by this agreement assign to said Edison its inter¬ est in a certain license agreement made between the Company and New Jersey and Pennsylvania Concentrating Works dated November 18th, 1889, and modified by subsequent agreements dated December 31st, 1890, and March 19th, 1894, covering the use of the inventions of said Edison for the purpose of separating iron ore in the states of Hew Jersey and Pennsyl¬ vania, nor its interest in a certain license agreement made between the Company and said Edison dated May 31st, .1890, covering the use of the inventions of the said Edison for the purpose of separating iron ore in the Counties of Sulli¬ van, Orange, Rockland, Putnam, Ulster and Westchester in the State of New York* the said Edison hereby ratifies said two license agreements, and confirms the authority of the Com¬ pany to make the said two agreements and no others.
The Company, however, hereby covenants and agrees that should it be requested so to do by either or both of the licensees under said license agreements, ;it will consent to the following modification of either or both of said li¬ cense agreements, to wit: that the royalty payable by said licensees shall be ten conts per ton of 2240 pounds railroad weight on all concentrates shipped when the not selling price f.o.b. the mill from which it is shipped is six cents 3.
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or less per unit of metallic ironj eleven cents per ton aforesaid when the net selling price aforesaid is more than six cents and not more than seven cents per unit of metallic iron] twelve cents por ton aforesaid when the net selling price aforesaid is more than seven cents and not more than eight cents per unit of metallic iron; and fifteen cents per ton aforesaid when the net selling price aforesaid is more than eight cents per unit of metallic iron} and that the royalty shall only be chargeable on concentrates actual¬ ly shipped, and that said licensees shall not bo obligated to guarantee or pay any definite minimum amount of royalty.
4. The said Edison having recently perfected a process and apparatus for working the dry placer gold de¬ posit known as the Ortiz Mine Grant located in Santa Fe County, Hew Mexico, and having entered into a contract re¬ lating thereto with the Oalisteo Company, a corporation of the state of Maine (a copy of which contract is hereto an¬ nexed, marked "Schedule A*), the said Edison covenants, for himself and legal representatives, to pay to the Company one-half of the net amounts received by him or his legal representatives (over and above all expenses) from the de¬ signing, erecting and operating of the mill or mills for working said placer deposit under said a ont r actor.und or any extension, enlargement or modification thereof.
5. The said Edison further covenants, for himself and his legal representatives, to pay to the Company one- half of the net proceeds (over and above all expenses) re-
4.
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ceived by him or his legal representatives during eight years from the date hereof, for the designing, erecting and operating of any other, mill or mills for working any dry placer deposit in bho United States or Canada which may he operated in substantially the same manner as the mill now- in experimental operation on the gravel of the Ortiz Mine Grant; and if during said period of eight years any such mill or mills shall be erected by him or his legal repre¬ sentatives under a contract by which he or his legal repre¬ sentatives have an interest in the profits arising from the operation of the same, then and in that case one-half of the net amount (over and above all expenses) received from such operation by said Edison or his legal representatives after the expiration of said period of eight years shall be paid to the Company.
6. It is understood that the Company shall not be liable for any expense or losses incurred by the said Edi¬ son or his legal representatives in designing, erecting or operating