other property, at a valuation to be approved by all the members subscribing to the capital of such association;" provided, that in the statement, "subscriptions to the capital, whether in cash or in property, shall be certified in this respect according to the fact; and when property has been contributed as part of the capital, a schedule containing the names of the parties so contributing, with a description and valuation of the property so contributed, shall be inserted."

The Automatic Overseaming Buttonhole Machine Company, Limited, was organized under the Act of 1874 and its supplements; the statement filed is in due form and sets forth in detail the various matters required. The capital is fixed at $500,000, of which $496,970 is contributed by Charles R. Deacon, "in property at a valuation approved by all the members of the association subscribing to the capital thereof; a schedule containing the name of the party contributing said property, with a description and valuation of the property so contributed," being inserted as follows:

"Property contributed by Charles R. Deacon, as follows:

"Letters-Patent of the United States, No. 286,989, for Improvements in Buttonhole Attachments for Sewing Machines, dated October 23, 1883, granted to the 'Banks Buttonhole Machine Company, Limited,' Assignee of Charles M. Banks.

scription could have been made, as a reference to the several numbers in the Patent Office would disclose every particular respecting the nature of the patents and validity of the same. These inventions, moreover, were considered valuable only in combination; one of them, as we understand, covered the foundation principle of the invention, and the others were in aid of its practical operation. The patents, although distinct, were considered useful only as they united in the completion and operation of a single device embodying the principle of all three combined. In adjusting the valuation of these patents, therefore, they were properly considered and valued together. The contributor of these patents seems to have acted in trust for himself and others, but no question is raised as to that. But it is objected, first, that patent rights are not "personal estate" or "property" within the meaning of the Act of 1876, and second, if they are, there was no proper valuation of these patents inserted in the schedule.

Property is corporeal or incorporeal; one may be said, with equal propriety, to have property in a farm or a horse, or in an easement, a franchise or in letters-patent. A patent right is the subject of assignment, sale and inheritance. It may not, perhaps, be iiable to a sale on a common-law execution, as it has no visible and tangible existence, and is a species of property which is incapable of manual seizure; but the highest courts in New York and California have affirmed the power upon a creditor's bill to order the assignment and sale of a patent right for the payment of the patentee's judgment debts (see Gillett v. Bate, 86 N. Y. 87; Pacific Bank v. Robinson, "Letters-Patent of the United States, No. 57 Cal. 520), and the same power was sustained 305,657, for Improvements in Buttonhole Sew-in Ager v. Murray, 105 Û. S. 126 (26 L. ed. ing Machines, dated September 23, 1884, granted to Charles M. Banks, and assigned to the 'Banks Buttonhole Machine Company, Limited,' October 12, 188-.

"Letters-Patent of the United States, No. 287, 213, for Improvements in Buttonhole Sewing Machines, dated October 23, 1883, granted to theBanks Buttonhole Machine Company, Limited,' Assignee of Charles M. Banks.

"Right, title and interest in three certain letters-patent of the Dominion of Canada, for the same inventions patented in the United States by letters-patent No. 286,989, dated October 23, 1883, No. 287,213, dated October 23, 1883, and No. 305,657, dated September 23, 1884, said Canadian letters-patent having been granted but not delivered owing to models not having been supplied.

"And which letters-patent, rights and interests are valued at the sum of four hundred and ninety-six thousand six hundred and seventy dollars ($496,670), by all the members of the association subscribing to the capital stock thereof. The balance of said capital, to wit, three thousand and thirty dollars ($3,030), has been paid in cash by the members contributing

the same.

to

942), 21 Am. L. Reg. N. S. 469, in the Supreme Court of the United States, where Mr. Justice Gray, in delivering the opinion of the court, said: "A patent or a copyright, which vests the sole and exclusive right of making, using and vending the invention, or of publishing and selling the book, in the person whom it has been granted by the government, as against all persons not deriving title through him, is property, capable of being assigned by him at his pleasure, although his assignment, unless recorded in the proper office, is void against subsequent purchasers or mort gagees for a valuable consideration," without notice.

In England it has long been held that a patent right would pass by assignment in bankruptcy even without expressed words to that effect in the Bankrupt Act. Hesse v. Stevenson, 3 Bos. & P.565. See also Curtiss, Patents, 174, and Ager v. Murray, supra, and cases there cited.

It will be observed that these letters-patent We think there can be no question that a patare scheduled and described by giving their ent right is such property as may be contributed respective numbers in the Patent Office of to the capital of a limited partnership associathe United States, the name of the inventor, tion, within the meaning of the Act of 1876. the date of the patent and its title. The Cana- All property thus contributed is to go into the dian letters-patent "for the same inventions," capital "at a valuation to be approved by all the not yet issued, were described for identifica- members subscribing to the capital," and the valtion by their numbers in the United States Pat-uation so made is to be inserted in the statement. ent Office, and as the right was not yet abso lute, the schedule covered the right, title and interest of the member contributing the same. No more complete, accurate and definite de

In Maloney v. Bruce, 94 Pa. 249, it was held that if parties seek to have all the advantages of a partnership, and yet limit their liability to creditors, they must comply strictly with

the Act of June 2, 1874. The object of the Act of May 1, 1876, requiring a schedule of the property contributed, it was said, was to enable creditors to ascertain precisely of what the property consists, and to judge of its value, and that where property has not been scheduled and valued there is no payment of the capital. In that case, the property contributed was, "A contract with the Pennsylvania Globe Gas Light Company, at the valuation of $2,500; merchandise, consisting of iron, steel, tin and copper wire, gas pipes, etc., all the goods, tools and chattels now on the premises, 209 Lackawanna Avenue, Scranton City," etc. This," says the court, in that case, is not the kind of schedule contemplated by the Act of 1876. The description is too general to enable anyone to form a correct estimate of the extent of the property, and the lumping valuation renders it equally difficult to judge of the values. The property contributed was intended as the equivalent of the cash capital, and the plain object of the provision in the Act of 1876, requiring a schedule, was to enable creditors to ascertain precisely of what the property consisted and to judge of its value."

66

In Vanhorn v. Corcoran, 127 Pa. 255, 4 L. R. A. 386, we held that where property is contributed, it must be property valuable for the business of the company and for the payment of its creditors, and the certificate must set forth in its statement such a description of the property contributed as will enable creditors to ascertain precisely of what the property consists, and to judge of its value.

In that case, the statement showed a subscription of property "paid in merchandise, lumber, book accounts and bills receivable transferred to the association, $21,609.18, and in cash, $3,390.82, making a total subscription of $25,000." It appeared that the $21,609.18 represented the difference between the estimated assets and liabilities of the firm subscribing to the capital of the association, and if the statement had certified, in this respect, correctly" according to the fact," the organization would have been defective; and the certificate was held to be insufficient.

1876, is to go into the capital "at the valuation to be approved by all the members subscribing to the capital," and the subscribers would not be justified, perhaps, in fixing a grossly fictitious and fraudulent valuation to mislead and defraud creditors. But if their estimate is made honestly and in good faith, it must be accepted, although mistaken, and even grossly excessive. Their motives must be considered as of the time when the valuation was made; it will not do to condemn their estimate of the property because it afterwards proved worthless, and the enterprise resulted in a disastrous failure. In this case there is no evidence of fraud. The members of the association seem to have believed these patents to have been of extremely great value. One fifth interest in the original invention cost $10,000; the remaining four fifths were held by Mintzer and Banks, and the entire patent was thus contributed to the association.

The design of the association was to manufacture extensively a device attachable to the ordinary sewing machine, for working buttonholes, which, it was believed, would come into universal use, not only for factory, but for family uses. Banks' invention worked the buttonhole, but did not cut the cloth; a cutter attachment was afterwards perfected and turned into the Association, and then the device not only cut the cloth, but worked the buttonholes in a very perfect manner. When this device was attached to the sewingmachine, however, the needle had to be lengthened, and the operation of the machine was impaired somewhat from the vibration of the needle.

Major Moore was asked: What were those patents worth at that time, independent of your patent and your improvements?"

A. That is a very indefinite question; no man can tell the value of a patent until it is tried. Mr. Banks' patent involved what I regarded as of very great value-a slide that moves straight forward, stops, a disc turns and moves that again in the same direction-a thing that had never been done before, and for which he holds the button patent. That I re

Q. Did you ever have an idea yourself that those patents were worth any such sum of money?

A. Yes, sir, I did. If you want to know the reason, I will tell you.

Q. I would like to have it.

In Sheble v. Strong, 128 Pa. 315, the sub-garded as very valuable. scription was of "machinery to be valued and accepted," but there was no schedule, and it was held that the recorded statement must show a schedule with a detailed description and valuation of the machinery as required by the Act of 1876, otherwise the members will be held as general partners. "The question," A. A patent, as I said, is worth just what it says our brother Sterrett, in delivering the will be able to earn. That patent, which was the opinion of the court, "is not one of good ground-floor patent, contemplated in its confaith on the part of the defendants, or of no-struction of going into every household in this tice to the creditors, but whether, in their at- country, if it could have been made to do it; tempt to form a limited partnership, they con- and I believed at the time it could have been formed to the law; if they did not, their attempt done; and when you contemplate what a country was abortive, and it is no difference that cred- this is, and other countries beside, if we could itors had actual knowledge of the facts re- produce a machine of that kind, by which a quired to be set out in the required statement." woman could change that by removing four But where, as here, the statement is in due screws, make her buttonholes, then change it form and contains all the essential require back into a plain sewing-machine, we thought ments of the Statute, but the valuation is alleged that would be a very valuable patent. Mr. to be unconscionable, and inserted in the state- Rehfuss tried it years before. It was the makment without any proper consideration of the ing of the American Sewing Machine Cominherent or intrinsic worth of the property pany, and we believed it was valuable. Othcontributed, the question is one of good faith.erwise we would not have stepped up and put All property contributed, under the Act of down our money.

Q. The reason why you believed those pat- | action of this device, had some differences arise ents were worth that enormous sum of money between its members, and went into liquidawas because you expected in the future to per- tion, and the re-organization was effected unfect that improvement and to put, as you say, der the name of the Automatic Overseaming the machine in every house in the country? Buttonhole Company, Limited, the patents beA. We did. ing put in at the same price, less the amount of cash contributed.

door as an agent of the manufacturers at a salary, with no personal interest in the goods or their proceeds, is a peddler within the meaning of the Act of April 17, 1846, prohibiting peddling in Schuylkill County.

Commonwealth, of goods manufactured and owned by citizens of another State, is an interference with the exclusive right of Congress, under the Federal Constitution, to regulate interstate commerce, and is therefore void. 2. The right of “acquiring, possessing C. S. Const. cl. 4, § 8, art. 1; Mobile Co. v. and protecting property," given by the Kimball, 102 U. S. 691 (26 L. ed. 238); GlouConstitution, does not include the right to sellcester Ferry Co. v. Pennsylvania, 114 U. S. 196 goods as a peddler, when that is prohibited by (29 L. ed. 158); Santa Clara Co v. Southern Pac. R. Co. 115 U. S. 394 (30 L. ed. 118); Stockton v. Baltimore & N. Y. R. Co. 1 Inters. Com. Rep. 411, 32 Fed. Rep. 9; Welton v. Missouri, 91 U. S. 280 (23 L. ed. 349); Gibbons v. Ogden, 22 U. S. 9 Wheat. 1 (6 L. ed. 23); U. S. v. Lees, 46 Phila. Leg. Int. 38; Moran v. New Orleans, 112 U. S. 69 (28 L. ed. 653); Walling_v. Michigan, 116 U. S. 446 (29 L. ed. 691); Leloup v.

statute.

3. A state statute prohibiting the sale of goods by hawkers or peddlers is not void as a regulation of commerce, where there is no discrimination against nonresidents, or goods from

out of the State.

(March 17, 1890.)

APPEAL by defendants from a judgment of Mobile, 127 U. S. 640 (32 L. ed. 311), Fargo Y.

the Court of Quarter Sessions for Schuylkill County convicting them of hawking and peddling contrary to the Statute and sentencing them to pay a fine therefor. Affirmed.

The facts are fully stated in the opinion. Messrs. John B. Hinkson and Cyrus G. Derr, for appellants:

Under the Constitution of this Commonwealth the acquisition, possession and protection of property, and, as necessarily incidental thereto, the sale or exchange of it, are inherent and indefeasible rights which even the Legislature cannot invade; and an Act of Assembly which makes the owner of chattels, who desires to dispose of them, and with that view seeks a purchaser from house to house, guilty of a penal offense, is an invasion of those rights, and therefore void.

State Const. art. 1, § 1; Sharpless v. Philadelphia, 21 Pa. 166: Baltimore v. Radecke, 49 Md. 217; Yick Wo v. Hopkins, 118 U. S. 356 (30 L. ed. 220); People v. Marx, 99 N. Y. 377, 52 Am. Rep. 34; Bertholf v. O'Reilly, 74 N. Y. 515; Re Jacobs, 98 N. Y. 98; Re Peddler's License, 22 W. N. C. 35; Fromberg's Petition, 4 Pa. Co. Ct. Rep. 354; Sharon Borough v. Golden, Id. 357. An Act of Assembly which prohibits the sale by the owner or his agent, in any part of this

Michigan, 121 U. S. 230 (30 L. ed. 888); Robbins v. Shelby Co. Taxing Dist. 120 U. S. 489 (30 L. ed. 694); Philadelphia & S. Steamship Co. v. Pennsylvania, 122 U. S. 326 (30 L. ed. 1200); Asher v. Texas, 128 U. S. 129 (32 L. ed. 368); Simmons Hardware Co. v. McGuire, 39 La. Ann. 848; Ex parte Rosenblatt, 19 Nev. 439; Almy v. California, 65 U. S. 24 How. 169 (16 L. ed. 644); Stoutenburgh v. Hennick, 129 U. S. 141 (32 L. ed. 637); People v. Gillson, 12 Cent. Rep. 616, 109 N. Y. 389.

The sale by a manufacturer of his own goods only is not hawking and peddling.

Chester v. Larkin, 4 Week. Rep. 21; Josselyn v. Parson, L. R. 7 Exch. 129.

Messrs. George J. Wadlinger, John W. Ryon and R. H. Koch, Dist. Atty., for appellee:

If the Act of April 17, 1846, is a legitimate exercise of the police power of the State for the prevention of fraud and the preservation of the public morals, it is not inconsistent with the Constitution of the Commonwealth.

Powell v. Pennsylvania, 127 U. S. 678 (32 L. ed. 253); Mugler v. Kansas, 123 U. S. 623, 663 (31 L. ed. 205, 211); Butchers Union S. H. & L. L. Co. v. Crescent City L. L. & S. H. Co. 111 U. S. 751 (28 L.ed. 587); Barbier v. Connolly, 113 U.

(Com. v. Bacon, 13 Bush, 214), whether real or per- | vehicle from town to town or from house to house sonal. Ervine's App. 16 Pa. 256.

The right to life includes the right to exercise the faculties and follow any lawful avocation. Bertholf v. O'Reilly, 74 N. Y. 509, 18 Am. L. Reg. N. S. 111.

carrying his goods, wares and merchandise for sale. Woolman v. State, 2 Swan, 353; Higgins v. Rinker, 47 Tex. 402; Cook v. Pennsylvania, 97 U. S. 566 (24 L. ed. 1015); Henderson v. New York, 92 U. S. 268 (23 L. ed. 548); Andrews v. White, 32 Me. 388; Huntington v. Cheesbro, 57 Ind. 74.

A statute imposing a penalty or forfeiture for peddling without a license does not apply to goods forwarded from without the State upon orders procured by an agent of the seller. Burbank v. McDuffee, 65 Me. 135; Morrill v. State, 38 Wis. 428; Wrought Iron Range Co. v. Johnson (Ga.) post,

The sanctity of private property, under whatever guise it is attempted to he assailed by legislation, is effectively protected by the guaranty of the Constitution. Wynehamer v. People, 13 N. Y. 378. Hawkers and peddlers subject to state license. Hawkers and peddlers are itinerant or traveling traders, who carry goods about for sale. Merriam p. —. v. Langdon, 10 Conn. 460; Alcott v. State, 8 Blackf. The Constitution authorizes the General As6; Colson v. State, 7 Blackf. 590; Spencer v. Whit-sembly to tax peddlers, and does not prevent the ing, 68 Iowa, 678; Keller v. State, 11 Md. 525; Com. Legislature from authorizing municipal corporav. Farnum, 114 Mass. 267; Com. v. Ober, 12 Cush. tions to tax for such purpose. Wiggins v. Chicago, 493; Page v. State, 6 Mo. 205; Whitfield v. Longest, 68 Ill. 372. 6 Ired. L. 268; Plymouth v. Pettijohn, 4 Dev. L. 591; Cincinnati v. Bryson, 15 Ohio, 625; Mays v. Cincinnati, 1 Ohio St. 268; Com. v. Willis, 14 Serg. & R. 398; Fisher v. Patterson, 13 Pa. 338; State v. Charleston, 10 Rich. L. 240; State v. Pinckney, 10 Rich. L. 474; State v. Belcher, 1 McMull. L. 40; Charleston v. Ahrens, 4 Strob. L. 241; Davenport v. Rice, 75 Iowa, 74.

The usual method is to tax them a specific sum per year. Wynne v. Wright, 1 Dev. & B. L. 19; Cowles v. Brittain, 2 Hawks, 204; Wilmington v. Roby, 8 Ired. L. 250.

The license issued is a personal privilege. Temple v. Sumner, 51 Miss. 13. See note to State v. Richards (W. Va.) 3 L. R. A. 705; Com. v. Smith, 6 Bush, 303: Mork v. Com. 6 Bush, 397; Gibson v. Kauffield,

A peddler is one who travels about on foot or in a | €3 Pa. 168.