Pav-Saver Corporation v. Vasso Corporation

493 N.E.2d 423 (1986)

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Nature of the Case

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Facts

Pav-Saver Corporation (P) is the owner of a trademark and certain patents for the design and marketing of concrete paving machines. Dale is the inventor, and the majority shareholder of P. Meersman is an attorney who is the owner and sole shareholder of Vasso Corporation (D). Dale, with D and Meersman, formed Pav Saver Manufacturing Company to manufacture and sell Pav Saver machines. Dale contributed services, P its patents, and trademarks, and Meersman agreed to obtain financing. A partnership agreement was drafted by Meersman. It was by mutual consent replaced with an agreement between P and D to eliminate the individual partners. The partnership thrived until around 1981 when the economy when into a slump. P terminated the partnership invoking paragraph 11 of the agreement. In response, Meersman moved into an office of the partnership, physically ousted Dale, and assumed a position as day to day manager of the business. P then sued for a court-ordered dissolution. D countersued for wrongful termination. The trial court ruled that P had wrongfully terminated and that D was entitled to continue in the business and to possess the assets, trademarks, and patents. D was also entitled to liquidated damages of $384,612 payable pursuant to paragraph 11. Both parties appealed. P wanted the return of its patents and trademarks and or assignment of a value of them in determining the value of partnership assets.