Machen, Inc. v. Aircraft Design, Inc

In Machen, Inc. v. Aircraft Design, Inc., 65 Wn. App. 319, 828 P.2d 73 (1992), Machen, Inc., a developer and manufacturer of airplane parts, hired Darwin Conrad as a salesman and, later, as a research and development coordinator. Machen, Inc., 65 Wn. App. at 321. Conrad signed a written confidentiality and ownership of invention agreement. Machen, Inc., 65 Wn. App. at 323. The agreement purported to apply to "all ideas, inventions, and other developments or improvements conceived by Employee, alone or with others, during the term of his or her employment, whether or not during working hours, that are within the scope of employer's business operations or that relate to any of employer's work or projects ... " Machen, Inc., 65 Wn. App. at 333. Eventually Machen, Inc. and its corporate successor sued Conrad for breach of the agreement. Among his defenses, Conrad alleged the agreement failed to provide adequate notice of his statutory rights under RCW 49.44.140(3). Machen, Inc., 65 Wn. App. at 332-33. The trial court invalidated the contract for lack of consideration, but the Court of Appeals disagreed with this conclusion. Machen, Inc., 65 Wn. App. at 332. Nevertheless, with no analysis of what constituted "written notification" under the statute, the Court of Appeals accepted Conrad's claim that the notice provisions of RCW 49.44.140(3) were not satisfied and held the entire contract unenforceable as a matter of law. Machen, Inc., 65 Wn. App. at 333.