Guenther Publishing Corp. v. Lomenzo

29 A.D.2d 708, 286 N.Y.S.2d 497, 1968 N.Y. App. Div. LEXIS 4891

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: January 12, 1968
• Status: Published

Opinion

Reynolds, J.

Appeal from a judgment of the Supreme Court, Albany County, dismissing appellant’s petition in a proceeding brought pursuant to CPLR article 78 to compel the Secretary of State to file a certificate of incorporation changing appellant’s name from Guenther Publishing Corporation to Financial World, Inc. The proposed amendment by appellant, the publisher of Financial World, a national weekly magazine, was rejected by the Secretary of State on the ground that section 301 of the Business Corporation Law, “ prohibits use of word FINANCIAL or any derivative in corporate titles.” Section 301 (subd. [a], par. [5]) specifically proscribes the use of the ¡word “finance”, “or any abbreviation or derivative thereof” in a corporate name. Such ■■prohibition is absolute and there is not, as in paragraph (4) of subdivision (a), any requirement that the public be misled. Clearly "financial” is a derivative of “ finance ”, and thus in view of the unambiguous language of the statute, Special Term properly rejected as inappropriate such considerations as extrinsic memoranda directed toward construction of the statute (see e.g., Meitner v. Koenigsberg, 302 N. Y. 523, 525; City of Buffalo v. Lawley, 6 A D 2d 66, 68), application given to the statute prior to its adoption in its present form, and appellant’s asserted property right in the title “Financial World”. Moreover, whatever property right appellant has in such title of its publication, it has no property right in the corporate title “ Financial World, Inc.” Finally, we find no merit in appellant’s objection to the constitutionality of the statute involved. Judgment affirmed, with costs. Gibson, P. J., Reynolds, Aulisi, Staley, Jr., and Gabrielli, JJ., concur in memorandum by Reynolds, J.