Name usage for Asset Purchase in KY

[rlwilliams3]

What is the name of your state? KY

I recently purchased the assets to a tanning salon, and at the last minute, the seller wanted another $3K for the name/logo purchase. I declined, and he said I could have another 30 days to decide if I change my mind. It should have been part of the asset purchase, in my opinion, but you live and learn. The LLC name I use is very similar to what his DBA/fictitious name was, but I was given the OK by the Sec. of State for my LLC and registered with the County also, doing business as a tanning salon (just as he was). My question is, does he have any legal right to say I cannot use my name and a NEW logo, without "purchasing" the existing one? I plan to change the "font" on the sign, and a new logo.

His DBA was "The (tanning salon name)", and my business name is "The NEW (tanning salon name), LLC."
Thanks in advance.
Again, I purchased the assets (beds, computers, furniture, clients/memberships, etc.) but not his Corp.

 

[seniorjudge]

What does your written sales agreement say about your questions?

 

[rlwilliams3]

I have the right to conduct business as usual, etc. I will look again and post the exacts shortly. It was an Asset Purchase contract. I received the Lease from the Landlord, and basically had the upper hand in the deal. More soon...

 

[clueless3]

Do you CARE to keep the same old name? Would the old customers LEAVE this salon to go for another if they see that the new name is different or if the owners have changed??

For me, I don't care where I tan my butt as long as the facility honors my current contract, as long as the price stays the same, the facility is the same, the location is the same. My dry cleaner has changed hands 3 times in the past 10 years and I still go to them!

 

[clueless3]

Couple more notes:

His WEAKNESS is that is you do not agree to buy the name then he would have got NOTHING out of it. (We know this because, since he OFFERED to sell the name, therefore he does NOT plan to use it anywhere else in the same County.) So you can tell him "$100 for the name, else I'll just use another name" and walk away to see what he says. Chances are that he'll agree, else he knows that he will get ZIP.

Another thing: How much does it COST you to change to the new SIGNS, stationary, business cards, and everything else? Sometimes it makes sense just to buy the name so that you don't have to change anything, especially when you can NEGOTIATE the price down further.

Oftentimes it's better simply to buy the whole COMPANY, not just the assets within the company. Does he plan to use the old company for anything else? But this is moot since you already started your new one.

 

[rlwilliams3]

He is on the way out...going on to insurance adjusting...tired of being "tied down" to his business. I worked for him (pro bono) for about 3 years off and on...the opportunity came, he wanted out, and we agreed on a price...for the most part. Yes, to replace the sign would be about the same cost, but have not lost ANY current clients, they are just glad it is still open, and glad about new owners, esp. NEW MANAGEMENT, cleanliness, etc. We dont want to "change" everything necessarily, but want it to be BETTER. I like the idea of settling on a lower price, and I think if I wait long enough, he will just give in and say TAKE IT. He already complained about how much it will cost him to take the sign down. So, we will see. Does anyone see any legal problems? None that I can think of, but then again, I am NOT an attorney, nor present myself as one.

By the way, there was no stationary, etc...he has been on the way out for about 18 mths now, and much longer, there would not have been anything to save. I already have the old contracts and clients, etc, and business is good.

Thanks

And, due to management probs he had, he is disolving the corp., after he gets his ducks in a row, and I have a Non-coplete clause for 2 years/25 mile radius already signed.