Document pBpn9owo9rQwXk0gmq1ML7pGB

eP* Jk-C-- STATZXEBT AMD MSMQUMJMM of lr* B* V* Btar ro A1Q BOZLn eo. nc. (Howr Aiiamm) Dooaater IS* 1927* 24620 r Daoahbar 13, 1927 Aaerloan Radiator Coapany# 40 Boat 40th Straat, In York, V. T* Daar Sir*j Tha attaofcad mauidn la aa vhiah Z praparad vhaa I aaa hara an lewhar C8, and aata forth tha faata aa I raoallad thaa la aoaaaetiOB with nr aaaaaiatlon aad ralatiaoa with hr. Hoaar Mdaaa of tha Kaaaaao Boilor Caapaagr, lao., a lav York orparatiocu dftar dietatlog that aaanate Z raturaod to Kaaaaao aad aaavlnad tha aid fllao aad raaarda ia ay afflao aad feud aathiaf ia than vhiah would vary tha faata aa aat forth ia that aavoraadva. Z aloe diaawoaad tha a--orandtn with tha flallaoi^ af ay aaaooiataa, vara all Piroatoro of tha aid Taoooaa Boliar Ooapaagr af Uliaaiai loaora* |i I* Bakor, 1U F* loara, K. 0. Charry# ! Piakaon aad I, f, Wa^nar, aad aoah oaa af theaa fntlnn aaaarad n that thaj vara ia aatira aaaard vlth tha otutaaaat af tha aitvatloa ahiih I had praparod aad aat forth ia tha attaahafl Mvoraadva. ary traly ynra, (alawd) B F Bakar 24621 vv I 1 loTMaber 28, 1027. for HWII 7MTI previous to 1000, Isuuns* Boilor Caupcagr, tmnM Illinois, miutainsd a branch nlti offloo la tho City of lev York and au llooaood to do basinets la tho State of Bo* York, and ths luagtr m Boaar Addsns, oho to aa euployse of the Issues Boilor Caspony on a daflnlte salary. Cta or about January 1st, 1020, lr* Addons baring bailt up a large business In tho Rasters territory, a> dissatisfied with this nethod of doing business and stated that he should bo in a position to increase his ooapoaaation as he inoreasod this business. After several discussions with tbe directors axxi officers of ths Issues Boiler Oonpaay of Illinois, it uas decided that a oorporation be organised in lev York voider the nano of Xaoaase Boilor Oo., Ino., to aet as jobbers for the Isvansi Boiler Ccsqpaay of Illinois in the sale of its product. The oapital etoek vao #100,000 of #100 par valve, lr. Addons subscribed for 800 ohsroo. Isvans i Boiler Cenpaay of Illinois far 498 shares, X. S. Baker for one share and B. ? Baker for one share. Ths oapital steak uas paid in by lr. Addons and ths Ksuunse Boilor Ceoipaay and ths Messrs. Baber in eash. Be oontrant vaa antorod into botesan the lesanoe Boiler Oaapuy of Illinela and ths feoenss Boiler Co., Inn. of lev York for tho solo and distrihutissi of hollars asufhetured by ths oeCCCrvnCv niinois dapaiy, vino It (pas tacitly agreed that as lsng as ths Illinois Cnopaiy sold hoilors to ths Bsv Yerk Oirporatio* it would *^Tnr-- " innniMsmi-iuinisjn^Mipwn^is.Lpi nrm--tti 24622 *t --11 to other Jobbers in the territory fomerly allotted to tht hv Tork bnaA ttfiM whieh u taken ow by the lev Tork aerporatlon* Iiiprinin U( fblth I will wrlfjr or oorreet by a examination of the resorts in ImiM, Illinois, that le--nee Boiler Company oif Illiaole paid for lte 4M ehares bgr taking an inventory ef lte prodoet la Bee Tork aad taraiag that ever tie the lev Tork corporation* It any be that the flmpo^y alee turned over what aoooonta receivable It had la partial payaani for Idle stock* day difference* were probebly adJoeted in narti. Oa Jewry 14, 19*1, the Keeaaee leller ffneyay of Zlllnole learned that Keeaaee Boilar Oo*, lao* of lev Tork had declared a took dividend payable February 1, 1SH ead the Board of Directors of Keeaaee Idler Coapa^r of Illinois aethorlaod tie sale of the 4B ehares of etook dividend to Honor Adda** ot par, thereby giving hla eontrol of the corporation. On Deotuber 51, 1981 Wamr Uilwf aade a preposition be Iieanai Boiler Oenpaey of Ulinoie to purchase the 498 shares of etook owned by that Coapcny In leeauee Boiler Co,, lae. of lev Tork, ead the preposition vee aeoeptod aad the certifi cates vers eadtreed aad turaed over to him art the oao share each to B* B. Baker end B* F. Baker vere odd to Mr. Addaas at the sane ttae, ao that Eeaanae Boiler Coeyacy of ZlllaoU ao laager hold axy stock la the leesnee Boiler Oo., Xao* of lev Tork, At the tiae this prepoeitiea of Mr* Addeae far the purchase ef the 499 ehares vae aeeepted. It vae agreed by Mr* Addeae that he would change the ana of Keeaaee Bailer Oo*, Ine, bat as definite tiae far that change ** upon. A a hart tiae later ha oaaa to Kevaaee aad diettceed vith several ef Mu officers aad directors of Kseams Boiler Cobpny of Zlliaois the ahaage of nene, bat did act definitely 24623 dttniM iktt bmm 1m would udopt* Labor I wwrfbe hlw with referenoo bo thio ohongw of neo* but did net roeelwe oBtUfootar? roply. Booonso of the foot thot tho bom m oo smlwhlo to him oad bo iMun Bollor of lUinolc beoouoe of tho bnolnoeo It holpod to produce* wo did not further inoiot on tho stooge* tort ot no tine horo wo ogrood tbot the none ohoald ho ooatlnood. It hoo olwoye boon wndorbood> By o ot least* that -- hod tho right to oooao polling to tho Xowumo Bollor Uo*v Ino* of Bow York ot any blew wo ohooo to and thot if wo did oo ooooo to poll* .......... ........................ ... I,, , wo would howo jjm right to poll boiloro in thlo territory bo onyotM maB3****a' About throw years ago* the Iooonoo Bollor Ooapou? hod pro- pooition frou tho Aaoriooa Bodiotor Conpm? to ooooolidato tho properties of tho baa eouponles* this proposition woo rofuood by no* In 4uno of this poor whon Xr* X* Bohor ond nyoolf were in Bov York* Mr* Addons oold thot in view of tho foot thot the Auerloon Bodiotor Cwipon? pi^it horo purchased tho buslneoe* thot ho hod felt thot ho should horo o ooatroot of eons kind with femme Bollor Oonpoay oad Mr* X* B* Bober suggested thot ho hem o oootroet drown ond sent bo gowonoe when ib would bo oouoidorod, hwt hra Addons 24624 Cu Optohor St* 1927* oil of tho directors of the longues Bollor Caupoqr f Illiaoio wore present in leowei ond tho present solo of the property of tho Kewnnee Bailor Ooupanj to the Auerloon Bodiotor Coupon? woo throughly dioouppod* Tho fine of Winston, Btroom h Show of Chisago hod boon onplogrod os repreeestatibwo of tho lononoo Bollor Coupon? to hondlo ties solo of tho proportloa to tho Tories* Bodiotor Coupon? pb beholf of Xoounoo Bollor Coupon?* ond this fl: paring the awwniy doiiWMntn, alnwtee, eta. for thin purposo. * Mittr of notion u presented to the dimeters for a nnoting of tbn directors to bo bald on Ootobor 28* This minor of notion u oignod by all of tbn dlrootoro lnalodlng Mr. Banor Addano. A lnttor wan proparad to bn aoot oat to the ntoakholdara outlining the pro poned sale to the Anorlooa Badiator Company* this lnttor wan also sigond by all of tbn dlrootoro including Br* Addaaa. At tbn nnoting of October 22nd, 1827, Ur* Addana rained no objection whatever to the oalo, nor did bo oontond at that tins that any eontraotaal mlatioa oxiatnd between hln and the Kenanoe Boiler Ccnpnuoy of Illinois or that he bad any esaluaire rights to handle Kewsnee product* which wore not terminable. I intend to return to Kemnee and gather together all of the eorreopondenee and ether doolaaonto whink any pertain ta thin owbjeot* Za thin latter, X an nimply giving ay reoollection of what happened, and bam also obtained fron the offleo af Vinotoa, Btrana A Show at Chlaago where the ninnta books af the Oonpany are at this tine, everything that appears in the minutes la regard to the traaoaetlons nontloned above. Z attaeh to this letter an esoerpt fron then# aiimtea. 24625 Jimuy 27, 1920* HESGLVED, that the Treasurer of this Conpaagr be authorised wad lastrooted to subearihe wad pay for 498 shares of the eapital stock of InuM Boiler Co, Xne, of lev York et $100 per share. Adopted unanimously Jaimery Z4, 1921. WHBRA8, Kaneaee Boiler Co. Zoo,, of lee York has deolared a dividend payable in etook on February 1, 1921, of vhieh this CODpaqy ulll receive 49 shares, and the ease, WHKRXA2, Kisser Adrians is desirous of porohasinc THSHEFQRE, BE IT BE8QLTCD, that the Treasurer be authorised to sell and transfer to Boner Addaaa the above-naned stock at par for sash. Deeea&ar SI, 1921. The proposition of Honor Addans to purchase the 498 shares of stoek *ned by this Osoqpany in Isesnss Boiler Oo. lao., of lev York, nas presented and on notion, the proposition use aeoepted and the President and 8aeratery vers authorised and anpimai ail to endorse the eertlfleetee of stoek in the nene of this Canpeny for transfer. 24626 MMsprandum 0^' v /Vr- .! tty eontaota with Hr* Hamer Addaaa in reaper* to Kewanes fall Into throe classifications or porloda aa follows* 1* In loTomber, 1S2T, while the Kewanee Company was under option* we for tha firat tlae raoaiTOd an intiaation that Addame claimed oartaia rights with reapart to naaw* eta., and Z oalled hla ever to xjr offloe. I told hi* the whole stoiy, of our negotiations, option* ate* (whish, of course* ha already knew) and encouraged hi* to diaenaa tha natter* It waa not long until ho voiced hla elaina to tha exelualvw right to the uao of the naae Xownnee aa applied to atari boiler* in the eaatern territory covered hy hia emitting ageaoy* When Z expressed surprise at the claim* he heoano quite vociferous and atated in effeet that I xuat think he waa wavy atupid if over theae 20 odd yeara of repre sentation ho had not had a definite plan for preserving for hineelf and hia heira the goodwill for Kewanee in the eastern territory* vhloh he had personally huilt up* Bo stated further ia regard to hla length of aarrioe* long yeara of work* of the formation of Kewanee of lew Tork on a 80*60 basis,tof hia later forcing the Bakers to sell their remaining interest to hi* and eeneluded the peroration hy suggesting the vvetitable aaperaloa whiah 1 was oaating on hia iatelliganoe by saying that all of these years of planning and effort did not aa a matter of lew bring hi* the results he stained* I meat into the matter in ao*e detail aa to the basis of his elai* and Tory natarally in view of the existing option* questioned hi* aa to hia relations with Kewanee Boiler Company* At no tlae* direetly or ladireetly* did he olai* that he had any contract in writing or otherwise, expressed or implied* His whole elal* lay on the fast that he owned Kewanee Boiler Co* of Bew Tork* had built up the business* and that at any tlaa Kewanee wished to diapeaao with hie services well and good* in whiah ease ha waa entitled to use the name Kewanee on any produot he desired aa against any rights of Kewanee Boiler Coapeny* X was con siderably shocked by this rerwlatlon and Immediately laid the matter before Mr* Cbalaire of Sullivan A Grenmell for their opinion before wo close the Kewanee deal* Sullivan A Cromwell are quite familiar with the epinloa they prepared at that time baaed on the foots of the ease aa recited to the* by Hessrs* Baker and recorded in an affidavit signed by Mr* By* Baker* Baaed on the foregoing, the deal waa oleaed December 18* 162T* 2. The deal having been closed* on the ooeasiea of Hr* B*F* Baker being in lew Tork acme time in January or possibly February* 1920, and finding Addams in a belligerent need, X suggested that wo get together with Mr* Addams and see if there could not bo set n )rooeae the neoeaaary stope to reach aa saleable understanding* Mr* Addaaa and hia attorney ease to this office with Mr* B.F* Baker and spent two or three hours* tty line of approaeh waa to suggest that hia lawyer and our lawyers sit down together and discuss the law aa applioabla to the facta. At no tlaa in all of those discussions* whloh wore pertinent to the issue* was thsre the faintest suggestion of a oontraot. Quite to the contrary* the impression wes indelible that both parties considered it a long standing agtney* tsrmlnabls by either party at will, but with both partioo reating confidant that 24617 i in the erent there was ft brock the other party would knew about it nil la admans# and would prepare for it. 1 ua not imr that Hr. Addms tftt4 postimaly la may nrdi that there m no ocntraet, tat Z can imr that a course of ooadmot applicable to thia particular point * with others, of oouroo - act only was tha fact of aa ooatraat not 4aaia4 tat to tha contrary* nay intelligent poraea prooaat at thla conference* or at aay of tha other aonforonoaa, haraia nentlcnad, would hams unequiwoeally atata4 that tharo aaa aa dlffaroaaa la tha apiniaaa of tha yartlaa la raapaat ta thla particular fact* *r. Addam appoarad ta ta reasonably favorable ta thla ivgprkln and tha aaafaroaaa hroka np with tha understanding that wo would moot again ahartly and would aapaat to gat our lauyara togather* 1 talaphonad hr* Iddna several tines during tha wooka tharaaftar and ha undoubtadly did taat la popularly kaaua aa "etailing*. Zt finally roaahad a paint whora ww did aat foal It peaalble ta puraua tha nattar further* It being evident that Addaaa did not want ta follow through* S. Z had na fonal mating with Mr. Addas*, aa far aa Z aan recollect, tharaaftar until aleut thraa nonths ago whan It taoam parfaotly evident from tha 1921 aaloa raaulta that ha waa net pushing Kewanec boliara, tat ta tha contrary waa holding back their aaloa* Z oan not prove thla atatamnt tat tha atatlatlaa promo It ta tha aatla~ faction of anyone who aaroe ta investigate* lfr. Dickson had bean hare and Z had had an uaderatandlng with him that ha night aa wall prepare ta taka up tha aale of lowaaee tallere direct In thia territory tat that aa a laet reaeureo Z would appreaoh Addons again If It aauld ta dona In a way that would not indicate anxiety on our part* Tha mating waa arranged through a third party and Ur* Addons earn to ny offloo, Z think* twice and wo wont out to lunoh together onoo or twice. The purport of the whelo conversation at oaah mating had to do with tta aana iaouoa aa taforo* that is hla olaln ta tta nano Became,;.-: that ww oould net rooogniia thla and that In faat tta tin# had aem when there mat ta a showdown on thla aitnatlan* Be waa told frankly that onlaaa thia natter waa alaared up* hla raproaantatlon would hama to oaaao and ww would tuko up tta direct aale of tta tallera. In an early conference when thla repreaentatlan would ooaao waa left as a generality* hut at tha last conference, whloh Z aheuld aay waa tha aeeond ar third weak In January* 1920* Z tald hla that, wo would begin the aula ef tha bollera ouraelTea on March 1st, if ww would not raaoh aa understanding* Wa spent too hour* at luaah at tta Bapfthlleaa Club discussing this* I told bln that we did not want to undertake the direct aale and would ouch prefer te eenilaoe hla representation if ta could oarry on aa in tha yoara whan ta did not hama a aonpotitlra hollar of hla own and did aot naka olaina which put us in the petition of working for hla instead of hla working for us* We went over the whole ground aemaral tints and Z suggested again that our lawyers get together* 24618 3 and avaa want io far as to H||rt that wo would leave tho vholo thing to arbltratieu* All of thlo was of ao avail* Ha continued to aosart hio claims aad aaid that ho would ataad oa it* la ovary oao of thooa ooafaraaooo I deliberately oadaavarod or sought to giro him aa opportunity to atato that ho claimed to hava any aort of agency othar thaa oao terminable at tho will of aithor party* la fast Z dalibarataly attaaptad to irritato him am this palat - to draw him out* But at ao tiwo did ho maka a^ olala of aay klad uhataoavar with roapaot to right of netioo or termination of tho agency, nor did ho negative, at tho loot ooafereaoe, our right to assume tho aala of tho produot oa Maroh lot* Quito to tho oeatrary, at tho loot eonfaraaoo ho atatod opooifioally that ho recognised wo had raaohod aa iapaaao aad that ho aapaftod uo to terminate tho rejreceatatloa, aying that ha was quite raaaoaahlo enough aad smart saough to umdr> stand tho impossibility of farther oontiauamoo under tho oireuaotanoeg without tho aeserd whiah ho was aot willing to groat* 24619