## Facts

- Several inventors, including Sampson, held interests in patents for machinery used to number and print tickets and related paper-delivery mechanisms.
- The parties agreed to form a company to purchase and exploit those patents; the vendors would transfer their existing patent interests to the company for shares.
- The agreement also required the vendors to covenant to assign to the company, upon request, all future patent rights they later acquired concerning the same inventions or inventions “of a like nature” in specified territories.
- The company was incorporated; the existing patents were assigned and the agreed share consideration was provided.
- The vendors did not execute the separate covenant to assign future patent rights contemplated by the agreement.
- Sampson later obtained a new patent that the company claimed was of a like nature; the company demanded assignment under the agreement.
- Sampson refused and asserted the future-assignment promise was void as contrary to public policy because it would discourage invention.
- The company sued in equity seeking specific performance requiring Sampson to execute the covenant and assign the later patent.

## Issues

1. Whether an agreement requiring an inventor to assign to a company all future patent rights of a like nature is void as contrary to public policy for allegedly discouraging invention or restraining future activity.
2. If the agreement is valid, whether equity should order specific performance compelling execution of the covenant and assignment of the later-acquired patent rights.

## Decision

- The court held the future-assignment agreement was valid and not void on public-policy grounds.
- The court declined to extend public-policy invalidity beyond established categories such as illegality or immorality where competent adults freely contract.
- The court rejected the claim that such contracts necessarily discourage invention, treating the asserted policy harm as speculative.
- The court ordered specific performance requiring Sampson to carry out the promised covenant and assign the relevant future patent rights, including the later patent.

## Legal Principles

- Courts should be reluctant to invalidate freely made commercial contracts on public-policy grounds; the doctrine is not to be expanded without clear justification.
- A promise to assign future intellectual property (including future patents “of a like nature”) can be enforceable when part of a bargained-for commercial transaction.
- Public-policy objections premised on generalized claims about reduced inventive incentives do not, without more, render such agreements void.
- Specific performance is an appropriate remedy where the contractual subject concerns unique proprietary rights (such as patent interests) and damages are inadequate.

## Conclusion

The court enforced a bargain requiring an inventor to assign later-acquired patents of a like nature to the purchasing company, holding that freedom of contract prevailed over speculative public-policy arguments and granting specific performance to secure the agreed transfer of unique patent rights.


Printing & Numerical Registering Co. v. Sampson, 19 Eq. 462 (Rolls Ct. 1875)