Druker v. Roland Wm. Jutras Associates, Inc.

• Decision Date: 04 June 1976
• Citation: 370 Mass. 383,348 N.E.2d 763
• Parties: Bertram A. DRUKER, trustee v. ROLAND WM. JUTRAS ASSOCIATES, INC., et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 763

348 N.E.2d 763

370 Mass. 383

Bertram A. DRUKER, trustee

v. ROLAND WM. JUTRAS ASSOCIATES, INC., et al.

Supreme Judicial Court of Massachusetts, Suffolk.

Argued March 4, 1976.

Decided June 4, 1976.

John S. Leonard, Boston (George A. McLaughlin, Sr., Boston, with him), for Bertram A. Druker, trustee.

David H. Halpert, Boston, for defendants.

Before HENNESSEY, C.J., and REARDON, QUIRICO, BRAUCHER and WILKINS, JJ.

BRAUCHER, Justice.

The plaintiff alleges that the defendants performed interior design services for his restaurant, became privy to his unique concept, design, logotype, legend and theme for the restaurant, and later improperly used these items, including the name of the restaurant, in rendering interior design services for a hotel in Toronto, Canada. His action was dismissed under Mass.R.Civ.P. 12(b) (6), 365 Mass. --- (1974), and he appealed. We transferred the case to this court on our own motion. We hold that the complaint sufficiently states a claim for breach of contract, and reverse the judgment dismissing the action.

The complaint alleges, as cause 1, that during 1969 the plaintiff, trustee of Colonnade Trust, at great personal effort, ingenity and expense, developed a concept for a restaurant at the Colonnade Hotel in Boston. The restaurant would be named 'Zachary's' and would reflect a European image with professional excellence in products, service and atmosphere. He personally conceived the distinctive name and designed a unique logotype and historical legend, as well as the entire design format and theme, thereby creating a distinctive and strong marketing identity for 'Zachary's.' In March, 1970, he made a written agreement, annexed to the complaint, with the defendant corporation for the performance of decorating and consulting services for the hotel and restaurant. The individual defendant was president and chief executive officer of the corporate defendant. They were in a fiduciary relationship position of great confidence and owed to the plaintiff a duty of utmost good faith. They became privy to the plaintiff's concept for 'Zachary's,' which has become well and favorably known to the pubilc through the plaintiff's skill and effort and has become a distinctive trade name for his restaurant. In breach of their fiduciary duty, without the plaintiffhs consent, the defendants, for a profit, revealed the plaintiff's distinctive name and its logotype, legend, design, theme and concepts to others, trading on the plaintiff's reputation, good will and property rights and appropriating them to their own use, to his damage.

Cause 2 of the complaint repeats these allegations and adds that the defendants thereafter performed interior design and consulting services for a hotel in Toronto, Canada, and as part of those services recommended the plaintiff's concept, name, etc., as their own, fraudulently diverting to themselves the profits and benefits from the plaintiff's concept, reputation, good will and extensive advertising, without his consent and in violation of his rights. Thereafter the hotel opened, using the name 'Zachary's and the plaintiff's logotype legend, designs and themes. As a result the plaintiff has been damaged, the public is liable to be confused, and the defendants have been unjustly enriched. Damages and injunctive relief are sought.

Under Mass.R.Civ.P. 8, 365 Mass. --- (1974), intendments are to be made in favor of the pleader, rather than against him, and we resist any tendency to reinstate abandoned pleading requirements. Charbonnier v. Amico, --- Mass. ---, --- - --- ^a, 324 N.E.2d 895 (1975). Legal conclusions are not frowned on, if the defendant is fairly notified of the nature of the claim and the grounds on which the plaintiff reli...