Sales Finance Corp. v. McDermott Appliance Co.

• Decision Date: 08 March 1960
• Citation: 340 Mass. 493,165 N.E.2d 119
• Parties: SALES FINANCE CORP. v. McDERMOTT APPLIANCE COMPANY, Inc. et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 119

165 N.E.2d 119

340 Mass. 493

SALES FINANCE CORP. v. McDERMOTT APPLIANCE COMPANY, Inc. et al.

Supreme Judicial Court of Massachusetts, Middlesex.

Argued Feb. 3, 1960.

Decided March 8, 1960.

Herbert Abrams, Boston, for plaintiff.

Cyril Hochberg, Fall River, for defendants.

Before WILKINS, C. J., and WILLIAMS, COUNIHAN, WHITTEMORE and CUTTER, JJ.

WHITTEMORE, Justice.

This replevin action puts in issue the title to merchandise which, when seized under the writ, was in the possession of the defendants Millen and Lamb as assignees for the benefit of creditors of the corporate defendant, McDermott Appliance Company, Inc., and claimed by the assignees as their property. The plaintiff asserts a security title under trust receipts executed by the corporate defendant in 1957 in which it described itself as, and signed, McDermott Appliance Co. Inc. (emphasis supplied). The statement of trust receipt financing filed with the State Secretary under G.L. c. 255A, § 13, on August 15, 1957, used the same abbreviation in stating the name of the trustee and was signed in the same way. There was evidence that the corporation did business under this shortened name. The corporate defendant was defaulted. The judge in the Superior Court made findings and rulings and a general finding for the other defendants, and denied requests of the plaintiff for rulings, to all of which the plaintiff claims exceptions. The issue is the validity of the statement of trust receipt financing.

We rule that the filed statement was a notice in respect of McDermott Appliance Company, Inc., and that it was valid under G.L. c. 255A, § 13. The use of any altered form of a corporate name entails risk, but we think this change was insignificant. Georgetown Sand & Gravel Co., Inc. v. Burr, 338 Mass. 762, 763, 157 N.E.2d 413. There was no reasonable possibility that anyone would be misled by it. That the trustee was a corporation was expressed in the name; the abbreviation of 'Company' to 'Co.' is common practice; the great unlikelihood was manifest that two corporations would continue to function with substantially identical names, or would be allowed to. The case of General Motors Acceptance Corporation v. Haley, 329 Mass. 559, 109 N.E.2d 143, although it may reasonably be taken to support the rulings of the judge, presented different facts and may be distinguished. The trustee's name was E. R. Millen Co., Inc. The statement of trust receipt financing filed on January 20, 1950, named the trustee as E. R. Millen Company and the trustee's signature was E. R. Millen Trustee. For about a month prior to the incorporation of E. R. Millen Co., Inc., on March 31, 1948, E. R. Millen with two other persons did business under the name of E. R. Millen Company. '[E]xact compliance with the statute' (ibid., 329 Mass. 565, 109 N.E.2d 147), requires that the filed statement contain 'a * * * designation of the trustee' and be signed by the...