Virginia Manor Land Co. v. Virginia Manor Apartments, Inc.
Virginia Manor Land Co. v. Virginia Manor Apartments, Inc.
Opinion of the Court
Opinion by
Appellees in this case are six affiliated Pennsylvania business corporations incorporated between 1956 and 1960 as Virginia Manor Land Co., Virginia Manor Farms Co., Virginia Vue Land Co., Virginia Manor Larchmont Co., Virginia Manor Trotwood Corp., and Virginia Manor Ridge Land Co. The appellant Virginia Manor Apartments, Inc., is a Pennsylvania corporation incorporated November, 1965. The present
The record reveals that the name “Virginia Manor” was originated by James II. Duff in 1926 when he laid out for residential use two plans of lots located in Allegheny County; these plans were designated the Virginia Manor Plans and were recorded as such. Thereafter Duff and his sister incorporated the Virginia Manor Company which developed and sold lots in the Virginia Manor Plans and in subsequent additions to those plans. In 1956 the ownership of Virginia Manor Company was purchased by four of the appellee corporations; thereafter the assets of the Virginia Manor Company were distributed to those corporations, and the original Virginia Manor Company was dissolved.
In 1966 the appellant corporation purchased land adjacent to property owned by certain of the appellees and in the immediate vicinity of the original Virginia Manor Plans; negotiations were initiated looking to the construction of an apartment complex. In January 1967 while the negotiations were pending, the present action was brought as a suit in equity by the appellees pursuant to §202 of the Business Corporation Law, Act of May 5, 1933, P. L. 364, as amended, 15 P.S. §1202. Section 202B provides as follows: “B. The corporate name [of a Pennsylvania corporation] shall not be the same as, or deceptively similar to: (1) The name of any other domestic corporation. . . .” This restriction is subject to certain provisos, e.g., where the original corporation has changed its name, terminated its business or failed to file required reports for a given period of time; none of those exceptions is relevant in the present case. Section 202D of the Business Corporation Law provides that a violation of §202B shall not affect the corporate existence of the violator but that the “Court of Common Pleas of any
In its adjudication, which the court en banc confirmed, the lower court determined that the appellant’s name was indeed deceptively similar to the names of the appellee corporations. In reaching that conclusion the Court found as a fact that the name “Virginia Manor”, having originated with Duff and the Virginia Manor Company and having been used exclusively by that corporation and its successors, had become associated with the appellees and their developments and was not the name of a general geographic area; it further found that the incorporators of the appellant had selected the name “Virginia Manor” for their corporation because of its local importance and because the name would associate their enterprise in the public mind with the established operations of the appellees and their predecessors in title. Accordingly, it granted the appellees’ prayer for relief, enjoining the appellant from using the words “Virginia Manor” in its corporate name.
Section 202 of the Business Corporation Law clearly grants a corporation the right to act to prevent another from operating under the same or a deceptively similar name. As this Court has previously said, “The right of the corporation to the exclusive use of its own name exists at common law, and includes the right to prohibit another from using a name so similar to the corporate name as to be calculated to deceive the public”; the proscription and the remedy of §202 are but
It was not necessary in this- case for appellees to prove the existence of a secondary meaning of the words “Virginia Manor”. The concept of secondary meaning has developed as a means of determining when a word in common parlance, i.e., a word with a “primary’’ meaning, may nevertheless be reserved and protected as a trade name for the exclusive commercial use of a party. See. Zimmerman v. Holiday Inns of America, Inc., 438 Pa. 528, 266 A. 2d 87 (1970), cert. denied, 400 U.S. 992. (1970) ; Zimmerman v. B & C Motel Corporation, 401 Pa. 278, 163 A. 2d 884 (1960); and KoolVent Metal Awning Corp. v. Price, 368 Pa. 528, 84 A. 2d 296 (1951). In the present case we are dealing with a matter, of the similarity of corporate names rather than with the use of a common word as part of a trademark.
The record is clear that the phrase in question— “Virginia Manor”—was first used to describe the plans
Decree affirmed; costs on appellant.
Prior to disposing of the substantive issue before it, the lower court considered sua sponte the question of equity’s jurisdiction over the cause and concluded that equity was without jurisdiction. Noting that the parties had entered into stipulations as to some of the facts of the case and had been afforded a full hearing on the merits, the court certified the case to the law side of the court and forthwith entered an adjudication and order. Exceptions to that adjudication were filed by the appellant. Noting its reservations about the propriety of filing exceptions in a case in this pos
The certification to the law side was apparently in the belief that the remedy afforded by §202D of the Business Corporation Law was, because statutory, a “legal” rather than an “equitable” remedy. We think this was mistaken and conclude that the action was properly brought in equity under the terms of §202D of the Business Corporation Law. See Consolidated Home Specialties Co. v. Plotkin, 358 Pa. 14, 55 A. 2d 404 (1947). The lower court’s error in certifying the cause to the law side of the court was not, however, prejudicial to the appellant. Law and equity are but two sides of the same court, and there can be no question that appellants received a full and adequate hearing. Appellant was not deprived of the equitable defense of laches, as argued on appeal. This defense was not raised in the pleadings, but in any event would be without merit under the findings of fact. We find no cause for reversal in what was at most a technical error of the lower court, and treat the final order below as a final decree in equity.
As the court noted in Consolidated Home Specialties v. Plotkin, supra, 358 Pa. at 29, the fact that the Department of State permitted the use of the challenged corporate name by granting a certificate of incorporation is not res adjudicata of the question whether the name adopted is deceptively similar to the name of another corporation. “Whether [the Department] considered the name whose use it ‘permitted’ ‘deceptively similar’ to the name already lawfully in use or did not consider the question at all, is immaterial to this proceeding.”
Case-law data current through December 31, 2025. Source: CourtListener bulk data.