Chas. S. Higgins Co. v. Higgins Soap Co.
| Decision Date | 22 January 1895 |
| Citation | 39 N.E. 490,144 N.Y. 462 |
| Parties | CHAS. S. HIGGINS CO. v. HIGGINS SOAP CO. |
| Court | New York Court of Appeals Court of Appeals |
OPINION TEXT STARTS HERE
Appeal from supreme court, general term, Second department.
Action by the Chas. S. Higgins Company against the Higgins Soap Company to enjoin the use of a name. From a judgment of the general term (24 N. Y. Supp. 801) affirming a judgment for defendant, plaintiff appeals. Reversed.
H. Aplington, for appellant.
Jesse Johnson, for respondent.
The plaintiff seeks in this action to restrain the use by the defendant in this state of its corporate name, ‘Higgins Soap Company,’ in the business of manufacturing and selling soap, on the ground that such use is an unlawful invasion of the rights of the ‘Chas. S. Higgins Company,’ the plaintiff corporation. The corporate names of the respective corporations are not identical, but it is claimed in behalf of the plaintiff that there is a similarity between them which, in connection with other facts, is liable to and has produced confusion, and will enable the defendant to appropriate the trade of the plaintiff. The facts found show that in 1890, prior to the organization of the corporation defendant, under the laws of New Jersey, which took place in 1892, the plaintiff, a domestic corporation, organized by Charles S. Higgins and others, purchased from Charles S. Higgins and his partner, for the sum of $810,000, in stock and bonds, the soap business originally established in Brooklyn by the father of Charles S. Higgins in 1846, to which business Charles S. Higgins succeeded on his father's death in 1860, together with the good will, labels, trade-marks, and other property employed in the business. The business was very valuable, and the plaintiff and its predecessor expended, subsequent to 1879, in advertising, the sum of $300,000, and the product was extensively sold in New York and other states, and was well known to the trade as ‘Higgins Soap,’ and the plaintiff corporation was sometimes known as the ‘Higgins Soap Company.’ The plaintiff and its predecessors manufactured a great variety of soaps, which were put up under different names, the leading article being known as ‘Chas. S. Higgins German Laundry Soap’; but, as we infer from the findings, all the soap so manufactured passed under the general name of ‘Higgins Soap.’ On the organization of the plaintiff corporation and the purchase of the business, it continued to carry it on in Brooklyn, where it had been originally established, and where it has ever since been carried on. Charles S. Higgins was a director of the plaintiff, and its first president, and so continued for a year after its incorporation, when he was displaced from his position as president, and ceased to be a director of the company. The ground of his discharge does not appear. Soon afterwards, in the summer of 1892, Charles S. Higgins, with his wife, his son, and two other persons, organized the defendant corporation, under the name of the ‘Higgins Soap Company,’ to carry on the soap business, and commenced the manufacture of soap, having its factory, principal office, and place of business outside of New Jersey, in the city of Brooklyn. Charles S. Higgins became the president of the defendant corporation, and, among other products, it manufactured and put up a soap in bars, on the wrappers of which appear the words ‘Higgins Soap Company, Original Laundry Soap, Charles S. Higgins, Prest.,’-and the bars were impressed with substantially the same words. It was shown on the trial that letters intended for the plaintiff, containing orders for goods, or relating to other business matters, had been sent addressed to the ‘Higgins Soap Company,’ ‘Chas. S. Higgins Soap Co.,’ and ‘Chas. Higgins Co.’; but, in general, the plaintiff's place of business was added to the address, and they were received by the plaintiff. There were produced 28 letters and envelopes of this kind, written within four months after the organization of the defendant and the commencement of this action, and it was stated that these did not comprise all the letters of this description. The main ground upon which the plaintiff has been defeated in the courts below is that Charles S. Higgins or the members of his family, either separately or jointly, had the right to establish the soap business, and to use the name of Higgins in conducting it, and to designate the product as ‘Higgins Soap,’ and that no right of the plaintiff was invaded by giving to the corporation formed by them the name of ‘Higgins Soap Company.’
The case of Meneely v. Meneely, 62 N. Y. 427, following other cases, is an authority upon the proposition that any person may use in his business his family name, provided he uses it honestly and without artifice or deception, although the business he carries on is the same as the business of another person of the same name previously established, which has become known under that name to the public, and although it may appear that the repetition of that name in connection with the new business of the same kind may produce confusion, and subject the other party to pecuniary injury. The right of a person to use his family name in his business is regarded as a natural right, of which he cannot be deprived, by reason simply of priority of use by another of the same name. In the bill of sale from Charles S. Higgins to the plaintiff the former consented that, so long as he should be allowed a salary of $15,000 per year for his services, he would give to the company the full benefit of his receipts, processes, etc., and that, ‘so long as he may be employed at the salary aforesaid, he, said Higgins, would refrain from making or selling soap in the city of Brooklyn except for said company’; thereby, by implication, reserving the right to engage in the business if the plaintiff should terminate his employment. But the question as to the right of the defendant to assume the name of the ‘Higgins Soap Company,’ or to do business in that name, is not affected by any contract entered into between Charles S. Higgins and the plaintiff. The defendant is a distinct person in the law from Charles S. Higgins, one of its corporators and officers. It had entered into no contract with the plaintiff, nor does it derive any of its rights from Charles S. Higgins. It stands in respect to the question involved in this litigation in the same situation as if Charles S. Higgins had never been a corporator or stockholder. It cannot appropriate the name or the trade-marks or the business of the plaintiff by any simulation or deceit, because the law prohibits such appropriation by any person, nutural or artificial; but the fact that Charles S. Higgins was active in organizing the defendant, or that he may have been actuated in doing so by feelings hostile to the plaintiff or by a desire to injure its business, is, as we conceive, irrelevant to the case. The sole test of liability is whether the acts done, either in organizing the defendant or in the prosecution of its business subsequently, invaded any right of the prior corporation, or exceeded the boundaries of fair competition. On the other hand, we think it is equally clear that the defendant derives no additional immunity from the fact that the name of ‘Higgins,’ in its corporate name, was that of one or more...
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