Knoedler v. Boussod

• Decision Date: 23 September 1891
• Citation: 47 F. 465
• Parties: KNOEDLER et al. v. BOUSSOD et al.
• Court: U.S. District Court — Southern District of New York

47 F. 465

KNOEDLER et al. v. BOUSSOD et al.

United States Circuit Court, S.D. New York.

September 23, 1891

F. R Coudert and Edw. K. Jones, for plaintiffs.

E. H Lewis, for defendants.

WALLACE J.

The plaintiffs have brought this suit to restrain the defendants from using in New York city, or elsewhere in this country the trade name of 'Goupil & Co.,' or any words indicating that they are successors in trade of Goupil & Co. The facts are these: Several years prior to 1857, Messrs Goupil & Co., of Paris, dealers there in prints, pictures, etc., had established a branch house in New York city, and carried on the business under the management of M. Knoedler. In 1857 they sold the New York concern to M. Knoedler, reserving the 'ownership' of certain designated prints and pictures, the outstanding accounts, and the money on hand. The contract of sale contained, among others, these recitals:

'The said business is composed of its furniture and fixtures, its supplies, the continuation of the lease of the house where the business is carried on, and the good-will attached to it. M. Knoedler accepts this sale, declaring that he knows perfectly the business which is its object, and which for several years he has been managing. He acknowledges that he is at this moment in full possession of the said business and its belongings. The title of the house now transferred will in future be 'Former house, Goupil & Co., M. Knoedler, successor.''

A further condition of the contract was that Messrs. Goupil & Co. should supply M. Knoedler for the term of six years with an assortment of prints published by them, and such pictures as they might deem suitable. Thenceforth M. Knoedler carried on the business thus purchased, using the name 'Goupil & Co., M. Knoedler, successor,' or, as his sons and others became his partners, 'Goupil & Co., M. Knoedler & Co., successors;' and frequently, with the knowledge and acquiescence of the Paris firm, using the name 'Goupil & Co.' only. In the mean time the Paris firm and the New York firm dealt largely with one another, and the business relations between them were intimate. In 1884, M. Goupil, who was the founder of the Paris concern, and from whom it took its name, retired from business. The defendants were his partners, and, conformably to the law of France, became entitled to carry on the business there by the name of 'Goupil & Co., Boussod, Valadon & Co., successors,' and have done so ever since. In 1887 they established at New York city, and have since carried on, a business there similar to that of the plaintiffs, using the name 'Goupil & Co., of Paris; Boussod, Valadon & Co., successors.'

The real question in the case is whether the acts of the defendants tend to depreciate the value of the good-will of the concern bought by M. Knoedler in 1857, to which the plaintiffs have succeeded. No importance is to be attached to the cession of the right to M. Knoedler to designate himself as the successor of Goupil & Co. He acquired this right by the purchase of the good-will, irrespective of the stipulation in the agreement giving it to him. The stipulation did not authorize him to use the name of Goupil &amp Co. without the addition, and did not add to his rights in the slightest degree. There is nothing in the agreement, in terms or by implication, indicating that Messrs. Goupil & Co. were not to be permitted to engage thereafter in business at New york city; certainly nothing that they were not to do so at their option after the expiration of the six years during which they were to supply M. Knoedler with their productions. It is elementary law that the sale of a...