Converse v. Hood
| Decision Date | 20 June 1889 |
| Parties | CONVERSE v. HOOD. SAME v. BOSTON RUBBER CO. et al. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
OPINION TEXT STARTS HERE
Appeals from supreme judicial court, Suffolk county.
A.A. Ranney and W.S. Rogers, for plaintiff.
George Putnam and W.L. Putnam, for defendants.
These cases have been argued and may be considered together. They are bills in equity brought by the same plaintiff, and allege that he is a stockholder in the Boston Rubber-Shoe Company, a corporation established by special act in 1853, and engaged in the manufacture of rubber boots and shoes; that for 30 years the corporation has been known in the trade by the name of the “Boston Rubber Company;” that the plaintiff is also a stockholder in the Boston Rubber Company, a corporation established in the year 1878, aud which has been engaged in the manufacture of rubber goods other than boots and shoes, and which is a separate and distinct business from that of the manufacture of rubber boots and shoes; that both corporations have their principal places of business in Boston; that the Boston Rubber Company is preparing to manufacture boots and shoes, and to carry on that business, and use its name in the business, and stamp its name upon boots and shoes manufactured by it. The bills also allege that George H. Hood is the treasurer and general manager and holds the controlling interest in the stock of the Boston Rubber Company, and controls the votes of the directors of that company, and that a meeting of the corporation has been called, at which said Hood intends to vote that the company go into the business of manufacturing rubber boots and shoes, and that his vote will determine the action of the meeting; that carrying on that business by the company in its name will be an unlawful use of the trade name and trade-mark of the Boston Rubber-Shoe Company, and an infringement thereof, and will greatly diminish the value of the stock of both corporations. The first bill is against Hood alone, and alleges that, after the Boston Rubber Company was organized, the plaintiff objected to said Hood and the company to the use by it of the corporate name “Boston Rubber Company,” and that said Hood represented and stated to the plaintiff, and promised and agreed, that said company had no intention of making, and would not make, any goods that would interfere with the business of the Boston Rubber-Shoe Company, and was not going to make boots and shoes, and that such representation was falsely and fraudulently made to induce the plaintiff and the Boston Rubber-Shoe Company to cease opposition to the use by the Boston Rubber Company of its name; that afterwards said Hood made known to the plaintiff that the Boston Rubber Company intended to increase its capital stock, and asked the plaintiff to subscribe thereto, and to induce the plaintiff to do so assured him that the company was not going to make any goods that would interfere with the business of the Boston Rubber-Shoe Company, and would not engage in the business of making boots and shoes; that this representation was falsely and fraudulently made, to induce the plaintiff and the Boston Rubber-Shoe Company to cease opposition to the use by the Boston Rubber Company of its name, and to induce the plaintiff to subscribe to the stock of the company; and that the plaintiff was induced thereby to become a stockholder in the Boston Rubber Company. The prayer of the bill is that said Hood may be enjoined from doing anything to injure the value of the plaintiff's stock in the Boston Rubber-Shoe Company, and particularly from voting at any meeting of stockholders of the Boston Rubber Company, that the company engage in the business of making boots and shoes, and for general relief.
The other bill is against the Boston Rubber Company and its four directors, one of whom is said Hood, and contains substantially the same allegations as are contained in the first bill, except that the representations and promises are alleged to have been made by Hood and the Boston Rubber Company to the plaintiff and the Boston Rubber-Shoe Company. It also alleges that the use of the name “Boston Rubber Company,” in the business of manufacturing shoes, will be an infringement and a fraudulent use of the trade name and trade-mark of the Boston Rubber-Shoe Company, and cause great injury to its business and reputation, and will also cause litigation that will be injurious to the interests of the Boston Rubber Company. The prayer of the bill is that the Boston Rubber Company be enjoined from using its name in the business of manufacturing rubber boots and shoes, and from doing certain acts preparatory to said business, and that the directors of the company be enjoined from aiding the company so to do by voting therefor at a stockholders' meeting or in any way. There are many other particular allegations in both bills which do not seem to be material.
In regard to the first bill, it is obvious that it cannot be maintained, on account of a threatened infringement by one corporation of the trade name or trade-mark of another. Neither the corporate rights of either corporation nor the collective rights of its stockholders can be asserted in this suit by one individual against another. The bill cannot be maintained unless it...
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