VRT, INC. V. DUTTON-LAINSON
530 N.W.2d 619 (1995)
NATURE OF THE CASE: This was a dispute over royalties. Dutton (D), buyer, sought review
of a judgment, which ruled in favor of VRT (P), seller, in its action seeking a declaration
that D was obligated to pay past-due and future royalties pursuant to a contract between the
parties.
FACTS: Sanitas was formed to market and sell an invention by Vanderheiden for lifting and
moving hospital patients. Sanitas filed a patent and sought out a manufacturer.
Dutton-Lainson (D) and Sanitas executed an agreement for P to sell those assets to D. The
contract also required Sanitas to deliver to D at closing specific assignments to the assets
that were to be reasonably required by D. At closing, Sanitas delivered a bill of sale and
assignment. Sanitas then changed its name to VRT, Inc, (P). D then produced the equipment
and sold it with some modifications to the invention with part of the invention not being
used, as it was unstable. In fact, Sanitas' attorney had not filed the patent application
when he represented that he did and did not file it until the contract was executed. Because
of the late filing, the patent could not issue. P sued its attorney for malpractice. That
action was ultimately settled. P then sued D to enforce the royalty agreement.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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