1. The power of attorney given to the complainant by the attorney in fact of the widow and defendant son of the deceased inventor, was a power coupled with an interest, inasmuch as the complainant had a property interest in the patents and applications for patents in question, and, therefore, his power is irrevocable.
2. A consideration of all the evidence in the case leads to the conclusion that the complainant is entitled to a fifty per cent. interest in the net proceeds from the licensing of patents and the applications for patents in question, under his agreement with the decedent inventor; and in consequence of the arrangements and agreements made between complainant and the decedent, the complainant has the sole right of exploiting, bargaining, selling and licensing the patents and patent applications in question.
3. At the time negotiations were being conducted by the complainant and defendant son with the General Electric Company regarding the patents, defendant, without the knowledge of the complainant, had been secretly conferring and contracting with the defendant corporations to develop and exploit the patents and patent applications of the decedent. Defendant son now takes the position that the power of attorney given to the complainant had been canceled and that, subsequently, he received a similar power of attorney to issue licenses for the patents and patent application. He made no announcement at the General Electric conference that he had acquired the power of attorney, nor did he make known his secret activities with the defendant corporations. His conduct in remaining silent when he was clearly under a duty to speak, and in standing by, and to all appearances, acquiescing in the complainant's right to negotiate, cannot be justified.
4. A corporation is affected with constructive knowledge, regardless of its actual knowledge, of all material facts of which its officer or agent receives notice or acquires knowledge while acting in the course of his employment and within the scope of his authority, and the corporation is charged with such knowledge even though the officer or agent did not in fact communicate his knowledge to the corporation.
5. If any officer or agent, acting within the general scope of his powers, acquires knowledge of a particular fact while commiting a fraud upon a third person in a matter pertaining to the business of the corporation, although the fraud is perpetrated for his own benefit, the corporation will be imputable with such knowledge, as well as with knowledge of the fraud, especially where it ratifies the transaction.
6. No objection having been raised to the admission of evidence in this case in violation of section 4 of the Evidence act, objection to such admission made several weeks after the hearing was concluded is not timely, and it is not in the power of the court to strike it out.
7. The test of representative capacity is whether the one party or the other appears on the record as a representative of the deceased.
8. The test laid for ascertaining what is a "transaction with" the deceased, within the intendment of the statute, is to inquire whether, in case the witness testified falsely, the deceased, if living, could contradict it of his own knowledge. Decedent, if living, could not under the circumstances deny that he wrote or subscribed the communications upon which the complainant's suit is based.
PER CURIAM.
We have carefully examined the proofs and the law applicable thereto, and are entirely satisfied that Vice-Chancellor Egan reached a right result.
Accordingly the decree is affirmed, with costs.
For affirmance — THE CHIEF-JUSTICE, TRENCHARD, PARKER, BODINE, DONGES, PERSKIE, PORTER, HETFIELD, DEAR, WELLS, WOLFSKEIL, RAFFERTY, WALKER, JJ. 13.
For modification — CASE, HEHER, JJ. 2.