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Business Associations Keyed to Hwang, 3rd Ed.
Pav-Saver Corporation v. Vasso Corporation
Citation:
493 N.E.2d 423 (1986)Facts
In 1974, Pav-Saver Corporation, owner of patents and trademarks for concrete paving machines, partnered with Meersman (later Vasso Corporation) to manufacture Pav-Saver machines. PSC contributed intellectual property while Vasso provided financing. The partnership agreement specified it was “permanent” and terminable only by mutual consent, with a liquidated damages clause requiring the terminating party to pay four times PSC’s 1973 gross royalties over ten years. The agreement also stated PSC’s patents would be returned upon partnership expiration. In 1983, during an economic downturn, PSC unilaterally terminated the partnership. Vasso elected to continue the business under the Uniform Partnership Act.
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