Opinion
January 23, 1951.
Choate Sinclair, Miami, and Keen, O'Kelley Spitz, Tallahassee, for petitioner.
Sibley Davis, Miami Beach, for respondent.
The plaintiff, respondent here, filed suit in the court below to enjoin the defendant-petitioner from advertising and selling at retail in the municipal area of Miami Beach, Florida, a certain type of shoe known as the "Dr. M.W. Locke" shoe. The plaintiff alleged that it had and possessed an exclusive license to sell at retail the Dr. M.W. Locke shoe in the City of Miami, Florida, and in the immediate vicinity thereof, including the municipal area of Miami Beach, Florida, by virtue of a certain license agreement theretofore, in 1941, entered into between plaintiff and the Lockwedge Shoe Corporation of America, Inc., (which latter corporation owned the patents and copyrights pertaining to the Dr. M.W. Locke shoe) a copy of which agreement was attached to plaintiff's bill, and that the defendant's advertising and selling at retail the Dr. M.W. Locke shoes constituted an infringement of plaintiff's alleged exclusive license.
The defendant filed its motion to dismiss on the ground that the bill failed to state a claim upon which relief might be granted, and the cause came on for hearing upon such motion and the plaintiff's application for temporary injunction. From the evidence adduced at such hearing (which, admittedly, did not materially differ from that which would be offered on final hearing) and from the language of the contract, the Chancellor found that the plaintiff was granted thereby an exclusive license to retail the Dr. M.W. Locke shoes "in the Greater Miami area, of which the municipal area of Miami Beach is a part," and thereupon granted a temporary injunction. We here review, by petition for writ of certiorari, the order of the lower court denying the motion to dismiss and granting the temporary injunction.
The decisive question presented is whether the license agreement granted to plaintiff an exclusive right to sell the Dr. M.W. Locke shoes at retail in the territory covered by the agreement. We think that this issue must be decided in favor of the petitioner.
By the terms of the license agreement, the plaintiff was merely granted the privilege of using the name "Dr. M.W. Locke" as a part of its corporate name. It was further provided therein that only one such corporation should be formed; that only one retail store should be operated by such corporation without the previous written consent of the licensor; that not less than 85 percent of such corporation's purchases of shoes should be Dr. M.W. Locke shoes; and that the remaining 15 percent of purchases should be of shoes which were not in direct conflict, either as to type or price, with the Dr. M.W. Locke shoes. The agreement specified that the corporation should have as its sole purpose the sale of shoes at retail in Miami, Florida, "and immediate vicinity thereof." The foregoing comprise all of the material provisions of the agreement. It will be noted, then, that the license therein granted was not designated either as "exclusive" or as "non-exclusive."
The construction of a license in writing depends upon the same general rules as the construction of other written contracts. Walker on Patents, 5th Ed., Sec. 306. The license must be interpreted reasonably to give effect to the plain intention of the parties as adduced from the whole agreement, its nature, their situation, and the objects they had in view in making it. Burdell v. Denig, 92 U.S. 716, 722, 23 L.Ed. 764, cited in Baldwin Rubber Co. v. Paine Williams Co., 6 Cir., 107 F.2d 350. It is also the rule, applicable to license agreements that "Where parties have entered into written engagements which industriously express the obligations which each is to assume, the courts should be reluctant to enlarge them by implication as to important matters. The presumption is that, having expressed some, they have expressed all, of the conditions by which they intended to be bound." Loyalton Electric Light Co. v. California Pine Box Lumber Company, 22 Cal.App. 75, 133 P. 323, 324. See also Black v. Richfield Oil Corporation, D.C., 41 F. Supp. 988.
There is no evidence of the circumstances surrounding the execution of the license agreement, and we must, therefore, glean the intentions of the parties from the terms of the agreement itself. In simple terms, the agreement provided merely that the Lockwedge corporation would grant the plaintiff the privilege of using its copyrighted trade-name, the consideration for which was the promise of the plaintiff that not less than 85 percent of its shoe purchases should be Dr. M.W. Locke shoes. We are unable to see that this is anything more than a bare license, amounting to no more than a mere waiver of the right to sue. See General Talking Picture Corp. v. Western Elec. Co., 58 S.Ct. 849, 304 U.S. 175, 82 L.Ed. 1273; Riley Stoker Corp. v. Jeffrey Mfg. Co., 62 Ohio App. 199, 23 N.E.2d 519. As stated in Dahath Electric Company v. Suburban Electric Development Company, 332 Pa. 129, 2 A.2d 765, 768: "* * * [the] parties to this contract, competent business men, had they contemplated an exclusive agency, would we think have so provided in their written agreement. It could not be properly or justly concluded that they left this most important feature of the agreement out to be read into it by inference. * * *" We can find no basis in the record for the decision of the Chancellor that the plaintiff was granted an exclusive license to retail the Dr. M.W. Locke shoes in the territory covered by the agreement.
The other questions here presented will not be decided, since it is unnecessary.
For the reasons stated, the writ is granted and the order here reviewed is quashed.
SEBRING, C.J., and CHAPMAN and ADAMS, JJ., concur.