First, I'm in Florida.
So i have a few interesting questions for anyone who is well versed in business law. The situation is somewhat complicated so please look at each fact before considering a response.
Original owner of business sells to a second owner who we'll call owner#2. Owner #1 agrees to a legal non-compete for 5 years with Owner #2's corporation. Owner #2 keeps the business alive for 2.5 years and then sells the business to owner #3.
Owner #1 allows owner #2 in their agreement to "do business as" owner #1's name. owner #2 uses the name and during this time, owner #1's friend (with his permission) forms a corporation (but doesn't compete) with the same name as owner #2's DBA. Owner #2 seems upset...but owner #1 does not compete with owner#2.
Then, owner #1's friend trademarks the name 3 weeks before owner #2 sells to owner #3. Owner #1's agreement says that he cannot compete with owner #2's corporation...but owner #3 forms a new corporation which owner#1 feels means his non-compete is no longer standing.
Owner #3 does file a DBA and florida grants him permission to use the name, however the name he filed under is trademarked.
I know this is confusing...but i can provide actual links to sunbiz.org to show when each business was formed and i'm just wondering if owner#3 has any right to use a name which is trademarked by another corporation of the same name. is there anything i don't know about which could allow owner #2's agreement to carry over to owner#3? at this point, it seems like owner#3 should have to change his name...and he has been notified of this...however owner#2 assured him he could file a DBA with his new LLC and continue on as owner#2 did when the non-compete was up.
So i have a few interesting questions for anyone who is well versed in business law. The situation is somewhat complicated so please look at each fact before considering a response.
Original owner of business sells to a second owner who we'll call owner#2. Owner #1 agrees to a legal non-compete for 5 years with Owner #2's corporation. Owner #2 keeps the business alive for 2.5 years and then sells the business to owner #3.
Owner #1 allows owner #2 in their agreement to "do business as" owner #1's name. owner #2 uses the name and during this time, owner #1's friend (with his permission) forms a corporation (but doesn't compete) with the same name as owner #2's DBA. Owner #2 seems upset...but owner #1 does not compete with owner#2.
Then, owner #1's friend trademarks the name 3 weeks before owner #2 sells to owner #3. Owner #1's agreement says that he cannot compete with owner #2's corporation...but owner #3 forms a new corporation which owner#1 feels means his non-compete is no longer standing.
Owner #3 does file a DBA and florida grants him permission to use the name, however the name he filed under is trademarked.
I know this is confusing...but i can provide actual links to sunbiz.org to show when each business was formed and i'm just wondering if owner#3 has any right to use a name which is trademarked by another corporation of the same name. is there anything i don't know about which could allow owner #2's agreement to carry over to owner#3? at this point, it seems like owner#3 should have to change his name...and he has been notified of this...however owner#2 assured him he could file a DBA with his new LLC and continue on as owner#2 did when the non-compete was up.