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In re U. S. Mercantile Reporting Co.

24 N.Y. St. Rep. 548 Court N.Y. Decision date 1889-06-25 English

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p. 548
In the Matter of the Application of the U. S. Mercantile Reporting Company.[1]
(Court of Appeals,
Filed June 25, 1889.)

Headnote

1. Corporations—Application to change name oe—Discretionary— Laws 1870, chap. 332.
Upon an application made pursuant to the provisions of the Laws 1870, chapter 322, which authorizes the court to grant an order permitting a corporation to change its corporate name, the granting or refusal of the order is within the discretion of the court.
2. Same—Refusal—When question not subject to review.
Where no objection to the change of name existed whatever, or one-which furnished no conceivable reason for a refusal, the court of appeals may interfere, but where a reason is shown, which might seem to some-minds reasonable, or about which judgments might fairly differ, the court of appeals is not at liberty to use its own opinions to reverse those of the-court to which the question is committed. In such a case, there is no-error of law available in the court of appeals.
Appeal from judgment of the supreme court, general term, first department, reversing an order authorizing the United States Mercantile and Reporting and Collecting Association (Limited) to assume the name of the United States Commercial Agency and Collecting Company (Limited).
J. D. Hallen, for app’lt; W. F. McRae, for resp’t.

This appeal must be dismissed. The order from which it was taken was made by the general term, reversing an order of the special term permitting the ap

p. 549
pella it to change its corporate name. The application was made pursuant to the provisions of chapter 322, of the Laws of -1870, which authorizes the court to grant the order, where it appears “that there is no reasonable objection to such corporation changing its name.” The granting or refusal of the order was put within the discretion of the court.

The moving party has no absolute right to make the change or to have the consent of the court thereto. The court i 3 to determine whether or not there is any reasonable objection. That is only another mode of saying that it may exercise its discretion, for that implies a judgment whether there be any reasonable objection. An abuse of that discretion we might redress. If no objection existed whatever, or one which furnished no conceivable reason for a refusal, we might interfere; but where a reason is shown which might seem to some minds reasonable, or about which judgments might fairly differ, we are not at liberty to use our own opinions to reverse those of the court to which the question is committed. In such a case there is no error of law available in this court.

The appellant had no absolute right to change its name. The one selected resembled somewhat the corporate name of an objecting corporation, which was known as “The United States Mercantile Reporting Company.” The name selected by the appellant, and to which the general term refused its assent, was the “United States Commercial Agency and Collecting Company, Limited.” There was some resemblance, arising mainly from the use of the words, “United States.” It furnished a possibility of mistake or confusion in unobservant minds, and of some benefit resulting to the newer corporation from a resemblance of its name to that which the older corporation had made valuable to itself. And while we think the court below was somewhat too cautious, and might justly have permitted the change, that is purely matter of opinion and not a question of law.

It is not necessary to say that the objecting company has a vested and exclusive right to the use, in its corporate name, of the words “ United States.” That is not here the question. Assuming that it had not, it might yet be a reasonable objection, under the statute in question, to its use by a new corporation, entering as a competitor into the same business, that the use of those words might occasion mistake or produce injustice. We do not think, therefore, that the appeal presents to us any question of law. but merely assails the discretion of the court below.

The. appeal should be dismissed, with costs.

All concur.