Snyder Manufact. Co. v. Snyder

21 Citing cases

  1. Spayd v. Turner, Granzow Hollenkamp

    19 Ohio St. 3d 55 (Ohio 1985)   Cited 19 times
    Indicating that the partnership agreement is primary and that rights in Chapter 1775 are subject to the provisions contained in the partnership agreement

    Generally, a partnership business may build goodwill as an asset, and upon dissolution of the business by one or more of the partners, courts have recognized that measurable goodwill is a proper asset for consideration in an accounting between the partners where its disposition is not otherwise controlled by the partnership agreement, and the dissolution was not occasioned by the wrongful act of the one who sought the accounting. Menendez v. Holt (1888), 128 U.S. 514; Rammelsberg v. Mitchell (1875), 29 Ohio St. 22; Snyder Mfg. Co. v. Snyder (1896), 54 Ohio St. 86. Traditionally, the prevailing rule relative to professional partnerships was that goodwill did not exist at dissolution as the reputation of the business entity was dependent on the individual skills of each member.

  2. Lewis v. Trinklein

    8 N.W.2d 631 (Mich. 1943)

    "Because of these peculiar qualities which inhere in trade marks and trade names as property, it has been held by the courts, with great uniformity, and perhaps may now be said to be the general rule, that, in a voluntary sale of a business as an entirety, trade marks and trade names which have been lawfully established and identified with such business will pass to one who purchases as a whole the physical assets or elements of the business, even though not specifically mentioned in the conveyance. Wilmer v. Thomas, 74 Md. 485 ( 22 A. 403, 13 L.R.A. 380); Solis Cigar Co. v. Pozo, 16 Col. 388 ( 26 P. 556, 25 Am. St. Rep. 279); Laughman's Appeals, 128 Pa. 1 ( 18 A. 415, 5 L.R.A. 599); Morgan v. Rogers, 19 Fed. 596; Kronthal Waters v. Beckham, 137 Fed. 649; Hering-Hall-Marvin Safe Co. v. Hall's Safe Co., 208 U.S. 554 ( 28 Sup. Ct. 350, 52 L.Ed. 616); Snyder Manfg. Co. v. Snyder, 54 Ohio St. 86 ( 43 N.E. 325, 31 L.R.A. 657); Williams v. Farrand, 88 Mich. 473 (14 L.R.A. 161); Merry v. Hoopes, 111 N.Y. 415 ( 18 N.E. 714); Feder v. Benkert, 18 C.C.A. 549 (70 Fed. 613); Allegretti v. Allegretti Chocolate Cream Co., 177 Ill. 129 ( 52 N.E. 487); Corbett Bros. Co. v. Reinhardt-Meding Co., 77 N.J. Eq. 7 ( 76 A. 243); Macwilliam v. President Suspender Co., 46 App. D.C. 45, 49 (242 Off. Gaz. 255)."

  3. Hoffmann v. Kimmel

    20 P.2d 393 (Or. 1933)   Cited 1 times
    In Hoffmann v. Kimmel, 142 Or. 397, 20 P.2d 393, this court declined to pass upon this particular issue, because there was probable cause for the commencement of the original suit.

    The weight of authority is to the effect that a firm name, as distinguished from the name of individuals, is inseparable from the good will of a business not dependent upon the personal attributes of the members of the firm. Slater v. Slater, 175 N.Y. 143 ( 67 N.E. 224, 61 L.R.A. 796, 96 Am. St. Rep. 605), citing Pollock on Partnership, art. 39, p. 122; 2 Lindley on Partnership, p. 445, 542 (9th Ed.); Allan on Good Will, 81; 2 Bares on Partnership, ยง 692-672; 1 Collyer on Partnership, 572; Churton v. Douglas, John Ch. (Eng.) 174; Levy v. Walker, L.R. 10 Ch. Div. 436, 449; Banks v. Gibson, 34 Beav. 566; Rogers v. Taintor, 97 Mass. 291; Myers v. Kalamazoo Buggy Co., 54 Mich. 215 ( 19 N.W. 961, 20 N.W. 545, 52 Am. Rep. 811); Snyder Mfg. Co. v. Snyder, 54 Ohio St. 86, 94 ( 43 N.E. 325, 31 L.R.A. 657); Lane v. Smythe, 46 N.J. Eq. 443 ( 19 A. 199); Fenn v. Bolles, 7 Abb. Pr. (N.Y.) 202; In re Borden's Estate, 95 Misc. 443 ( 159 N.Y.S. 346). Morgan v. Frank E. Block Co., 167 Ga. 463 ( 146 S.E. 19), presents a very instructive opinion by Presiding Justice Beck of the Supreme Court of Georgia, bearing upon this phase of the law.

  4. The Children's Bootery et al. v. Sutker

    107 So. 345 (Fla. 1926)   Cited 52 times

    Because of these peculiar qualities which inhere in trade marks and trade names as property, it has been held by the courts, with great uniformity, and perhaps may now be said to be the general rule, that, in a voluntary sale of a business as an entirety, trade marks and trade names which have been lawfully established and identified with such business will pass to one who purchases as a whole the physical assets or elements of the business, even though not specifically mentioned in the conveyance. Wilmer v. Thomas, 74 Md. 485; 13 L.R.A. 38; Solis Cigar Co. v. Pozo, 16 Colo. 388; 25 Am. St. Rep. 279; Laughman's Appeals, 128 Pa. 1; 18 Atl. Rep. 415; 5 L.R.A. 599; Morgan v. Rogers, 19 Fed. 596; Kronthal Waters v. Beckham, 137 Fed. 649; Hering-Hall-Marvin Safe Co. v. Hall's Safe Co., 208 U.S. 554; 52 L.Ed. 616; Snyder Mfg. Co. v. Snyder, 54 Ohio St. Rep. 86; Williams v. Farrand, 88 Mich. 473; Merry v. Hoopes, 111 N.Y. 415; Feder v. Benkert, 18 U.S. Cir. Ct. App. 549; Allegretti v. Chocolate Cream Co., 177 Ill. 129; 52 N.E. Rep. 487; Corbett Bros. Co. v. Reinhardt-Meding Co., 77 N.J. Eq. 7; Macwilliam v. President Suspender Co. (C. A.D.C.) 242 Off. Gaz. 255. Where the trade name involved is not in law a personal one, the courts have so far made no material distinction in this respect between a voluntary sale and one by operation of law through bankruptcy or a general assignment for the benefit of creditors, holding in such instances that although not specifically mentioned in the proceedings, the trade marks or trade names lawfully identified with the business of the insolvent pass to his trustee and thence to one who purchases the business substantially as a whole. S. F. Myers Co. v. Tuttle, 183 Fed. 235; 188 Fed. 532; Sarrazin v. Irby Cigar Co., supra; Morgan v. Rogers, 19 Fed. 596; Pepper v. Labrot, 8 Fed. 29; Kidd v. Johnson, supra; M

  5. Roundhouse v. Owens-Illinois, Inc.

    604 F.2d 990 (6th Cir. 1979)   Cited 18 times
    In Roundhouse v. Owens-Illinois, Inc., 604 F.2d 990 (6th Cir. 1979), the plaintiff fish farmers were forced to destroy sick fish sold to them by the defendant.

    But see Westric Battery Co. v. Standard Electric Co., Inc., 522 F.2d 986 (10th Cir. 1975); Texsun Feed Yards, Inc. v. Ralston Purina Co., 447 F.2d 660 (5th Cir. 1971). There are no Ohio cases on point, although Ohio recognizes the possibility of recovery of goodwill in the valuation of a partnership, Snyder Mfg. Co. v. Snyder, 54 Ohio St. 86, 43 N.E. 325 (1896); Brass Iron Works Co. v. Payne, 50 Ohio St. 115, 33 N.E. 88 (1893), in a negligence action, Canton Provision Co. v. Gauder, 130 Ohio St. 43, 196 N.E. 634 (1935), and in a case where the parties expressly provide for such a loss in their contract. Jones v. Stevens, 112 Ohio St. 43, 146 N.E. 894 (1925). We will assume that in some cases, the Ohio courts would allow a jury to consider lost goodwill in a breach of warranty action.

  6. Lawyers Title Ins. Co. v. Lawyers Title Ins. Co.

    109 F.2d 35 (D.C. Cir. 1939)   Cited 33 times
    Holding that one corporation could not enjoin another corporation from using its name absent a showing of injury or the danger of public confusion

    That the name of a firm is an incident of its good will is, of course, well established. Snyder Mfg. Co. v. Snyder, 1896, 54 Ohio St. 86, 43 N.E. 325, 31 L.R.A. 657; Slater v. Slater, 1903, 175 N.Y. 143, 67 N.E. 224, 61 L.R.A. 796, 96 Am.St.Rep. 605; Nims, op. cit. supra note 5, ยง 32. Cf. (1932) 20 Calif.L.Rev. 633, 636 n. 20.

  7. Thomas Day Co. v. King

    42 F.2d 421 (9th Cir. 1930)   Cited 1 times

    The appellee does not contend that the Thomas Day Company is dissolved or deprived of the right to do business by the order of the court. It is evident, however, that its right to do business is necessarily modified by the fact that its good will has been sold. In Snyder Mfg. Co. v. Snyder, 54 Ohio St. 86, 43 N.E. 325, 31 L.R.A. 657, it was held that a purchaser of the good will from the receiver of a corporation is entitled to continue the business as successor of the firm and make use of the firm name for that purpose. In Moore v. Rawson, 199 Mass. 493, 85 N.E. 586, 590, it was stated that a convenient way of using the firm name by a purchaser of the good will, if rights of third persons are involved, is by advertising as the successor to the former firm.

  8. Fairway Development v. Title Ins. Co.

    621 F. Supp. 120 (N.D. Ohio 1985)   Cited 5 times   1 Legal Analyses
    Noting that "Ohio follows the common law aggregate theory of partnership, under which a partnership is regarded as the sum of the persons who comprise the partnership, versus the legal entity theory of partnership, under which the corporation, like a partnership, is regarded as an entity in itself"

    There is a dearth of case law to assist the Court in applying these sections of the Ohio Uniform Partnership Law to the case at bar. The Court's review of the applicable statutory law supports a finding that the common law rule that "a dissolution occurs and a new partnership is formed whenever a partner retires or a new partner is admitted," see Shunk v. Shunk Manufacturing Co., 86 Ohio App. 467, 476, 93 N.E.2d 321 (3rd Dist. 1949), citing Snyder Manufacturing Co. v Snyder, 54 Ohio St. 86, 43 N.E. 325 (1896), survives the enactment of the Ohio Uniform Partnership Law. Under Ohio Rev. Code ยง 1777.03, where members of a general partnership change, the partnership must file a new certificate of partnership, unlike a limited partnership, which simply may amend its certificate of partnership.

  9. 8182 Maryland Associates v. Sheehan

    14 S.W.3d 576 (Mo. 2000)   Cited 20 times
    Noting that liability under a lease agreement can attach either when a lease agreement is entered into or when rent becomes due

    A partnership is a contractual and fiduciary relation, dependent on the personality of its members, and the withdrawal or admission of a member changes so radically the contractual rights and duties inter se as to produce essentially a new relation, even though the parties contemplate no actual dissolution of the firm and continue to carry on business under the original articles and with the same account books. 59A Am. Jur. 2d Partnerships section 826 n. 37 (citing Snyder Manufacturing Co. v. Snyder, 43 N.E. 325 (Oh. 1896)); see also Ellingson v. Walsh, O'Connor Barneson, 104 P.2d at 509. Moreover, "it is generally accepted that since the Uniform Act only incorporated in part the common law on dissolutions, other means of dissolution known to the common law are not precluded by the Act."

  10. 8182 Maryland Associates v. Sheehan

    No. SC81647 (Mo. Mar. 7, 2000)

    A partnership is a contractual and fiduciary relation, dependent on the personality of its members, and the withdrawal or admission of a member changes so radically the contractual rights and duties inter se as to produce essentially a new relation, even though the parties contemplate no actual dissolution of the firm and continue to carry on business under the original articles and with the same account books. 59A Am. Jur. 2d Partnerships section 826 n. 37 (citing SnyderManufacturing Co. v. Snyder, 43 N.E. 325 (Oh. 1896)); see alsoEllingson v. Walsh, O'Connor Barneson, 104 P.2d at 509. Moreover, "it is generally accepted that since the Uniform Act only incorporated in part the common law on dissolutions, other means of dissolution known to the common law are not precluded by the Act."