General Industries Co. v. 20 Wacker Drive Bldg. Corp., 43 C 1307.
| Decision Date | 04 October 1944 |
| Docket Number | No. 43 C 1307.,43 C 1307. |
| Citation | 57 F. Supp. 583 |
| Parties | GENERAL INDUSTRIES CO. v. 20 WACKER DRIVE BLDG. CORPORATION et al. |
| Court | U.S. District Court — Northern District of Illinois |
Parkinson & Lane and Ralph M. Snyder, all of Chicago, Ill., and King Fauver, of Elyria, Ohio, for plaintiffs.
Barrett, Barrett, Costello & Barrett, of Chicago, Ill., for defendants.
Plaintiff seeks to restrain the defendant, General Finance Corporation, from changing its corporate name to General Industries Corporation. Plaintiff is a corporation organized under the laws of the State of Ohio and is engaged in a general manufacturing business. It employs some 1700 persons manufacturing various metal and plastic products, just now being wholly engaged in war work making fuses, control boxes, antenna reel motors, tank defroster motors, rotary coils, antenna relays, and approximately a thousand different articles made of plastics. It has in the past manufactured typewriters, heat regulators, road markers, automobile horns, movie projectors, massage machines, plumbing supplies, telephone switchboards, small motors and other articles of that character. It is undecided at this time what activities it will engage in after the war but contemplates going into the electric field and has been approached with reference to the manufacture of washing machine motors. It advertises extensively in trade papers and does business throughout the United States. It is not admitted to do business in the State of Illinois but employs agents who take orders which are transmitted to the home office at Cleveland, Ohio, and accepted there. Defendant, General Finance Corporation, a Michigan corporation, was engaged in the general finance business but after Pearl Harbor when the manufacture of automobiles stopped and its business of financing automobiles sales ended it concluded to diversify its business. It now has four special divisions, four corporations of which it owns all the stock. One, Bi-Metallic Corporation, makes small tools such as hammers, hatchets and axes, another, McAlear Manufacturing Company, makes automatic control equipment for the industrial field, the third, Hanlon-Waters Company makes automatic control equipment for the oil industry and portable pipe line pumping units and the fourth, Climax Engineering Company, makes gasoline engines for oil drilling purposes. The defendant also controls a building corporation which owns the Civic Opera Building, a 20 story office building, and it does some business financing accounts. The products of both complainant and General Finance Corporation are sold in highly specialized markets and not to the public generally.
The stock of both corporations has been sold to the public generally, complainant having some 100 stockholders in Illinois. The stock of General Finance Corporation is listed on the New York Curb Exchange and quotations on the sale price of stock of complainant are published in the Cleveland, Ohio, Plain Dealer.
Because of the change in the nature of its business, defendant concluded to amend its charter and sent out notices to its stockholders calling for a meeting to consider the question of amending its articles of incorporation to change its name to General Industries Corporation and authorizing it to engage in a general manufacturing and sales business.
Both complainant and defendant agree that this case is governed by the law of the State of Illinois and defendant contends that under the decisions of the Supreme Court of this state plaintiff, a foreign corporation not licensed to do business in Illinois, may not prevent defendant from taking any name it may choose even though that name may be identical with the name of defendant organized under the laws of another state, but which has been selling its products in Illinois. To sustain this proposition it cites Hazelton Boiler Co. v. Hazelton Tripod Boiler Co., 142 Ill. 494, 30 N.E. 339. But that case is easily distinguishable from the case at bar. The defendant was organized as a corporation in Illinois under the name of Hazelton Tripod Boiler Company prior to the incorporation of plaintiff in New York as the Hazelton Boiler Company.1 Further the court said plaintiff was "seeking to contest the right to use of a corporate name which this state, in furtherance of its own public policy, and in the exercise of its own sovereignty, has seen fit to confer upon one of its own corporations." 142 Ill. at page 515, 30 N.E. page 343. Here complainant is not a junior corporation endeavoring to prevent the use of a name already granted by the State of Illinois, but to enjoin the assumption of a name, practically identical with its own, which will be used not only in Illinois but throughout the United States where both corporations are doing business.
On this question, that a foreign corporation may not maintain an action to prevent a corporation taking in the state of its incorporation a name similar to that of the foreign corporation, counsel also cites Lehigh Valley Coal Company v. Hamblen et al., D.C., 23 F. 225 and Lawyers Title Ins. Co. v. Lawyers Title Insurance Corporation, 71 App.D.C. 120, 109 F.2d 35. In the Lehigh Valley Coal Company case, Judge Gresham, sitting in District Court, did say as a matter of general law that a foreign corporation could not prevent the formation in Illinois of a corporation bearing the same name as that of the foreign corporation, but that doctrine was repudiated by the Circuit Court of Appeals of this circuit in Peck Brothers & Co. v. Peck Brothers Co., 113 F. 291, 62 L.R.A. 81.
The Lawyers Title Ins. Co. case, supra, is so different in its facts that it does not help defendant's case. The Lawyers Title Insurance Company was a corporation of the District of Columbia organized in 1922 which had taken in 1926 the name under which it was operating at the time of filing its suit. Defendant was a Virginia corporation organized in 1925 which had confined its business...
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