Shigoto International Corp. v. Cuomo

101 Misc. 2d 646, 421 N.Y.S.2d 784, 1978 N.Y. Misc. LEXIS 2918

• Court: New York Supreme Court
• Decided: October 19, 1978
• Status: Published

Opinion

OPINION OF THE COURT

Hortense W. Gabel, J.

In this article 78 proceeding, petitioners Shigoto International Corp., Shigoto Industries, Ltd., and Sekai Manufacturing Co., Inc., seek a judgment directing the respondent Secretary of State to strike the names Shigoto Far East Importers, Ltd., and Sekai Far East Importers, Ltd., from the index of authorized foreign corporations.

The court finds that the Secretary of State has abused his discretion by allowing the challenged names to be placed in the index of foreign corporations authorized to do business in the State of New York.

Section 301 (subd [a], par [2]) of the Business Corporation Law provides that: "Except as otherwise provided in this chapter, the name of a domestic or foreign corporation * * * Shall not be the same as the name of a corporation of any type or kind, as such name appears on the index of names existing domestic and authorized foreign corporations of any type or kind in the department of state, division or corporation, or a name the right to which is reserved, or a name so similar to any such name as to tend to confuse or deceive.” (Emphasis supplied.)

The Department of State has wide discretion as to whether a name is so similar as to tend to confuse or deceive. However, if the choice of the name is so wanting in logical premise as to be violative of good sense and reason, the choice will be deemed to be an abuse of discretion (American Auto Accessories Stores v Lomenzo, 69 Misc 2d 972).

The respondent had previously disallowed the names Shigoto Far East Ltd. and Sekai Far East Ltd., but had permitted the indexing upon the addition of the word "Importers” to each name.

It is clear that the challenged names, either with or without "Importers” added thereto, tend to confuse and deceive the public, as would the use of the name "Chrysler Importers, Ltd.” as opposed to "Chrysler Corporation” or "Sears Roebuck Importers, Ltd.” as opposed to "Sears, Roebuck & Co., Inc.”.

Furthermore, out of the myriad of names that could have been used, the choice of the names Shigoto Far East (Importers) Ltd. and Sekai Far East (Importers) Ltd., could only have been made with the "intent to deceive”. The court has made this determination even though the requirement of such intent is no longer necessary under section 301 (subd [a], par [2]) of the Business Corporation Law.

Although not relevant to the determination made herein, the court notes that petitioners’ counsel has conceded, at the oral argument of this motion, that petitioner corporations are not in business at this time.

The petition is granted.