U.S. Supreme Court

HERRING-HALL-MARVIN SAFE CO. v. HALL'S SAFE CO, 208 U.S. 554 (1908)

208 U.S. 554

HERRING-HALL-MARVIN SAFE COMPANY, Petitioner.v.

HALL'S SAFE COMPANY, Edward C. Hall, William H. Hall, and Charles O. Hall.

No. 136.

Argued January 30, 1908.

Decided February 24, 1908.

Messrs. Lawrence Maxwell, Jr., and Charles H. Aldrich for petitioner.[ Herring-Hall-Marvin Safe Co v. Hall's Safe Co 208 U.S. 554 (1908) ]

Messrs. Judson Harmon and William C. Cochran for respondents.

Mr. Justice Holmes delivered the opinion of the court:

This is suit referred to in Donnell v. Herring-Hall-Marvin Safe Co. [  208 U.S. 267 , ante, 288, 28 Sup. Ct. Rep. 288]. It was brought by the petitioner against the respondents to enjoin them from carrying on their business under their present name or any name calculated to make purchasers believe that they are dealing with the establishment founded by Joseph L. Hall, or with the plaintiff, and also to enjoin them from advertising or marking their product as Hall's safes. The facts are stated in the case referred to. In brief, the petitioner is the successor by purchase to the business of Hall's Safe & Lock Company, an Ohio corporation founded by Joseph L. Hall, a safe maker of repute, the stock of which belonged to his estate and his children. The respondents are sons of Joseph L. Hall, and an Ohio corporation formed by them in September, 1896, immediately after they were discharged from their contracts with the purchasing company. It has been decided that the Halls did not give up the right to do business in their own name by the part they took when the original company sold out, and that the petitioner has the right, but not exclusive right, to use the name 'Hall.' Its rights arise by way of succession, out of the priority of the original company, not out of contract. This case requires us to discuss a little further what the respective rights of the parties are. The decision below is to be found in 76 C. C. A. 495, and 146 Fed. 37.

We think it clear, as was conceded in the other case, that the plaintiff got all the grantable rights of the original company, including that of using the name 'Hall.' It is true that trade names were not mentioned in the deed, but its language

was broad enough to include them. The deed, along with the plant, patterns, stock of safes, accounts, papers, etc., conveys all 'trademarks, patent rights, trade rights, good will, and all its property and assets of every name and nature,' and agrees that the business is 'taken over in all respects as a going concern.' If a particular phrase is needed in addition to the general language and the nature of the transaction, 'trade rights' will do well enough. The name 'Hall' was used and was expected to be used as a part of the name of the first purchasing company, the Herring-Hall- Marvin Company. There was a stipulation in the deed that the seller should be would up, but that, far from being, as was agrued, a provision in favor of the seller to avoid the use of its name by the purchaser, was a covenant to the purchaser in aid of the seller's undertaking not to engage in any business thereafter. The Hall Safe & Lock Company expressly and in reiterated terms sold all its property and assets of every description as a going concern, agreed to disappear, and disappeared. It had no reason for retaining any right and retained none, except the right to be paid. The circumstances of the case raise none of the nice questions that sometimes have arisen as to when the name is sold along with the other assets. It may be that, although the deed conveyed all that it could convey, the plaintiff could not use the corporate name proper of the original corporation, because that is a charter right, and could not be exercised without the consent of the legislature. Montreal Lithographing Co. v. Sabiston