Purchase of Sale and Business Agreement – Does Purchaser buy right to use existing store name?

I purchased ‘Creating Something Special’ in October, 2008. I rented a small amount of space on a monthly basis for the seller to use as a photography studio. My business has grown & I need the additional space, which is seldom used by seller. I gave her 60 days notice on June 15, she opted for 45 days. She told me today that is taking the name with her. We have a signed Purchase and Sale of Business Agreement. I registered as this dba with Missouri and Federal in October, 2008. Can she force me to change the name of my business?

Asked on June 28, 2009 under Business Law, Missouri

Answers:

Marcus Lemon / Polsinelli, PC

Answered 11 years ago | Contributor

There should have been an Asset Purchase Agreement with the business acquisition.  If properly drafted it should have addressed acquisition of the business name, any intellectual property (such as trademarks, tradenames, copyrights, etc.) along with all goodwill, assets, property, and accounts recievable of the business.  It really depends on what you negotiated and purchased as part of your deal.  If the agreement is silent or there is no mention of the subject then you arguably only purchased what is documented.  However, your filings may have perfected your right in the name first in time, if she did not file anything to establish her right elsewhere.  You may need to enforce your right to use the name based on your priority of ownership through the filings.


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