Bagby & Rivers Co. v. Rivers

Citations

• 87 Md. 400
• 40 L.R.A. 632
• 40 A. 171
• 1898 Md. LEXIS 146

Syllabus

<p>Trade Name—Contract Giving Right to Use Name of Retiring Partner by Continuing Partner— Transfer of Right to Use Name to Corporation—Injunction Restraining Use of Name—Construction of Agreement Not to Engage in Certain Business— Good Will.</p> <p>A partner who carries on the business of a dissolved firm and who has acquired the personal right to use therein the name-of the retiring partner is not authorized to assign the right to use such name to a corporation formed for the purpose of continuing the same business.</p> <p>Where a contract gives the right to use a fictitious or a trade-name or trade-mark or corporate name, though composed of individual names, or where the good will of a business includes the right to use names of that character, then such right may be assigned by the purchaser of the business. But where a contract merely gives to one person the right to use the name of another in business, such right is personal, and, in the absence of an express stipulation permitting it, cannot be transferred by the purchaser to a third party.</p> <p>A party may be restrained by injunction from using in business a name to which he is not entitled when the use of the name is calculated to interfere with the business of another who is lawfully using that name, although no actual damage is shown.</p> <p>Upon the dissolution of the firm of B. & R. it was agreed that the good will of the concern should belong to B., and R. agreed that he would permit B. to continue the use of his name in the style of the firm. R. also agreed that he would not engage in the same business in' Baltimore City so long as B. continued in it. B. then carried on the business alone in the name of B. & R. Subsequently a corporation was formed called the B. & R. Co., to which B. transferred all his rights and his business. R. then formed a corporation called the R. Co. for the purpose of conducting the same business and applied for an injunction to restrain the B. & R. Co. from using his name i