Boyce v. Stein Bros. & Boyce, Inc.

Singley, J., delivered the opinion of the Court. The crux of this dispute is the right of the appellee and defendant below, Stein Bros. & Boyce, Inc., to use the name Boyce in its corporate title. From an order dismissing the bill of complaint for injunctive relief and damages filed by C. Prevost Boyce, Jr., the plaintiff below, this appeal was taken. The Circuit Court of Baltimore City (Joseph L. Carter, J.) took the case on an agreed statement of facts, which we shall set out in full, omitting references to exhibits filed with the statement, since reference to these will hereafter be made: “1.

From 1872 to 1921, a copartnership trading as ‘Stein Bros.’ was engaged in the general banking and brokerage business in Baltimore City, [ 1 ] In 1921, C. Prevost Boyce, Sr., the father of the Plaintiff, became a general partner in the copartnership and the name of the copartnership was shortly thereafter changed to ‘Stein Bros. & Boyce’ and the copartnership continued in the general banking and brokerage business in Baltimore City under the name until October 31, 1963. In 1927 the copartnership purchased a seat on the New York Stock Exchange. “2. The Plaintiff was employed by the copartnership as a salesman or, as is known in the trade, as a registered representative from October 1,1948 until October 31,1963. ⁴⁴⁴ “3. The said C. Prevost Boyce, Sr. retired as a general partner in the copartnership of Stein Bros. & Boyce in 1954 and, simultaneous with his retirement became a limited partner therein.

In order to effectuate this change in status, the said C. Prevost Boyce, Sr. and the other copartners of Stein Bros. & Boyce entered into an agreement dated June 21, 1954 (but effective April 30, 1954) which said agreement provides, in part, as follows: ‘The copartnership may use as a part of its name, the word “Boyce” so long as the Limited Partner remains such. In the event of the death of the Limited Partner, the copartnership may use the word “Boyce” as a part of its name for six months after his death and such use of the name may be continued beyond such six months period, with the consent of C. Prevost Boyce, Jr. and if the latter dies before his consent shall have been so given, then with the consent of the personal representatives of C. Prevost Boyce, the Limited Partner/ * * * C. Prevost Boyce, Sr. died on January 15, 1955 while a Limited Partner in the copartnership. “4. On April 27, 1955, the Plaintiff, who was then an employee of the copartnership as a salesman or registered representative, entered into a Letter Agreement with the copartnership under the terms of which he consented to the use of the name ‘Boyce’ by the copartnership of Stein Bros. & Boyce ‘as it is now or may be from time to time constituted’ with the right on the part of the Plaintiff to require that such use be terminated at the expiration of 12 months written notice given by the Plaintiff at any time subsequent to July 15,1955. * * * “5. On or about October 31, 1963, the copart ⁴⁴⁵ nership caused a corporation then known as ‘Stein Bros. & Boyce Corporation’ to change its name to ‘Stein Bros. & Boyce, Inc.’, the Defendant.

The copartnership transferred to the Defendant corporation substantially all of its assets, subject to its liabilities, under the terms of an Agreement dated June 7, 1963 * * *. The partnership was thereupon dissolved. “6. From October 31,1963 to the present time, the banking and brokerage business theretofore conducted by the copartnership of Stein Bros. & Boyce has been conducted in the same manner by the Defendant, Stein Bros. & Boyce, Inc. “7. The Defendant corporation represented to the general public that there would be absolutely no change in its operations in the banking and brokerage field except for the act of incorporation, as is shown by letter to the firm’s customers dated August 29, 1963 from Henry C. Evans (who was a general partner in the co-partnership and became an officer and director of the Corporation). * * * “8.

The Defendant corporation caused numerous advertisements to be inserted in newspapers of general circulation in Baltimore City representing that the business has been carried on since the formation of the original copartnership of Stein Bros, in 1853. * * * Similar representations are still being made in newspapers and over the radio. “9. The Defendant corporation continued to employ the Plaintiff in the same capacity as he was employed by the copartnership, that is, as a salesman or registered representative, until the latter part of September, 1967, at which time the Plaintiff resigned his employment, giving no reason therefor. Pursuant to the Agreement between the Plaintiff’s father and the copartnership dated June 21, 1954 * * * and the Letter ⁴⁴⁶ Agreement between the Plaintiff and the copartnership dated April 27, 1955 * * *, the Plaintiff, on October 9, 1967, gave written notice to the Defendant to discontinue the use of the name ‘Boyce’ within twelve (12) months from that date. * * *. “The Defendant has failed and refused and still fails and refuses to discontinue the use of the name ‘Boyce’. “10. Since leaving the employ of the Defendant in September of 1967, and up to the present time, the Plaintiff has continued to engage in the banking and brokerage business in Baltimore City as a salesman or registered representative.

The name ‘Boyce’ is well known and highly respected in the banking and brokerage circles and by members of the public in Baltimore City. The name ‘Boyce’ is a valuable business asset in the banking and brokerage field. “11. The Defendant corporation was originally formed in January, 1926 under the name ‘The Six South Calvert Street Company’ solely for the purpose of owning the building at that address and its stock at all times was owned, individually, by some or all of the partners of Stein Bros. & Boyce. On December 16, 1944, the name of the corporation was changed to ‘Stein Bros. & Boyce Corporation’ and it is the same corporation referred to in Article V of the Agreement of June 21, 1954 * * *.

After the name change in 1944, the character of the Defendant corporation’s business did change to the extent that it did thereafter invest its funds in various securities and also participated in the underwriting of some new issues of securities which it was permitted to do by the New York Stock Exchange as an ‘affiliated’ corporation. The name of the corporation was changed to Stein Bros. & Boyce, Inc. in 1963. ⁴⁴⁷ “12. Both Stein Bros. & Boyce, the copartnership, and Stein Bros. & Boyce, Inc., the Defendant corporation, were and are members of the New York Stock Exchange. Membership in the New York Stock Exchange constituted a valuable asset of the copartnership and now constitutes a valuable asset of the corporation.

Neither the partnership nor the Defendant corporation could have carried on its business without being members of the New York Stock Exchange. From the organization of the New York Stock Exchange until 1953, corporations were not permitted to be members and brokerage houses were not permitted, under the rules of the Exchange, to operate as corporations. Such permission was granted to brokerage firms by the Exchange for the first time in 1953. “13. The Stock Exchange business carried on by the Defendant is not the business carried on under its previous corporate names, but is, and has been, since 1963, the Stock Exchange business previously carried on by Stein Bros. & Boyce as a copartnership.” Mr. C. Prevost Boyce, Sr., died on 15 January 1955.

On 10 March 1955, Stein Bros. & Boyce (the Partnership) sent the following letter to G. Prevost Boyce, Jr.: “Dear Prevost: “The agreement with your father, as a Limited Partner, provided with respect to the use of the name ‘Boyce’ by the partnership in the event of your father’s death, as follows: ‘In the event of the death of the Limited Partner, the copartnership may use the word “Boyce” as a part of its name for six months after his death and such use of the name may be continued beyond such six months period, with the consent of C. Prevost Boyce, Jr. and if the latter die before his consent shall have ⁴⁴⁸ been so given, then with the consent of the personal representatives of C. Prevost Boyce, the Limited Partner.’ “It is our desire at this time to continue the use of the name. The right to use it will expire on the 15th day of July, 1955, unless you consent to the use of the name after that date. We would like to continue to use it after that date for as long as we might desire so to do but with right to you to require that the use be terminated at the expiration of twelve months written notice from you advising that you wish us to discontinue the use of the name at the expiration of said period of twelve months. “If you are willing to grant this right of use subsequent to the 15th day of July, 1955, won’t you please so advise on a carbon of this letter and return it to us. Sincerely yours, Stein Bros. & Boyce” On 29 April 1955, Mr. Boyce, Jr., signed a consent appended to a copy of the letter: “I consent to the use by the copartnership, Stein Bros. & Boyce, as it is now or may be from time to time constituted, of the name ‘Boyce’ for as long as it may desire to use the name unless subsequent to the 15th day of July, 1955, I give you written, notice that the desire to use the name be discontinued at the expiration of twelve months from the date of the notice, in which event the right to use the name shall terminate at the expiration of twelve months from the date of such notice.

C. Prevost