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VIRGINIA MANOR LAND CO. v. VIRGINIA MANOR APARTMENTS (10/12/71)

decided: October 12, 1971.

VIRGINIA MANOR LAND CO.
v.
VIRGINIA MANOR APARTMENTS, INC., APPELLANT



Appeal from decree of Court of Common Pleas, Civil Division, of Allegheny County, April T., 1967, No. 1172, in case of Virginia Manor Land Co. et al. v. Virginia Manor Apartments, Inc.

COUNSEL

Maurice B. Wechsler, for appellant.

C. Harold Skodol, with him Herbert V. Brownlee, for appellees.

Bell, C. J., Jones, Cohen, Eagen, O'Brien, Roberts and Pomeroy, JJ. Opinion by Mr. Justice Pomeroy. Mr. Justice Cohen took no part in the decision of this case.

Author: Pomeroy

[ 444 Pa. Page 352]

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 in November, 1965. The present

[ 444 Pa. Page 353]

    dispute is whether the appellant's use of its name is permissible.

The record reveals that the name "Virginia Manor" was originated by James H. 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

[ 444 Pa. Page 354]

    county having jurisdiction over the corporation may, upon the application of any . . . corporation adversely affected, enjoin the corporation from using or continuing to use a name in violation of this section." The present action was brought pursuant to § 202D; the question presented to the lower court was whether the appellant's corporate name, i.e., Virginia Manor Apartments, Inc., was "the same as, or deceptively similar to," the corporate names of the appellees.

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 ...


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