On behalf of Law Offices of Richard Mucci posted in Business Litigation on Monday, March 18, 2013.
Many businesses in Massachusetts are named after one of their founders or partners. For example, “Frank’s Steakhouse,” “Comella’s,” and “Don’s Hardware Store,” but who owns the name (even your own name) if there is a falling out between partners? If not careful, you could lose the rights to your own name. This is precisely the drama that is playing out in a Massachusetts’ courtroom involving the famed rock band, The J. Geils Band. John W. Geils Jr. has filed a complaint claiming that his former band mates cannot legally use his name.
The J. Geils Band was formed in the late 1960s and became a rock and roll icon beginning in the 1970s. One of the band members, John W. Geils, Jr., had a falling out with the other members of the band, and a dispute arose as to the ownership of his names including the trademarks GEILS, J. GEILS, JAY GEILS, and J. GEILS BAND. In court filings, both John Geils and Francesca Records, his record label as a solo artist, claim that they own the trademarks. They sued the remaining members of the band, the band’s manager, and the entities that manage the band’s reunion performances.
The Defendants contend, however, that even if John Geils had the ownership rights to the names, he transferred those rights to a corporation formed to manage the band’s business in a 1982 shareholder agreement. As such, the Defendant band members and their management filed a Motion to Dismiss John Geils’ Complaint for failing to state a claim, upon which, relief could be granted.
In ruling for John Geils, the Court held:
Typically, the ownership of the trademark rights to the name of a rock band is a complex issue. Bands normally start as loose and informal partnerships of young musicians, and legal formalities tend to be ignored at the outset (and often long thereafter). However, the question before the Court at this stage is not who actually owns the rights to the name ‘J. GEILS BAND’ or ‘J. GEILS’; the final resolution of that issue will occur at a later stage in the proceeding. Instead, the question is whether the complaint is so deficient that it must be dismissed for failure to meet the requirements of Rules 9 and 12. For the reasons set forth below, the complaint meets those standards, and accordingly the motion to dismiss will be denied… Here, plaintiffs have alleged facts that could support a finding that the first use of the marks at issue was made by John W. Geils, Jr., in 1967.
The Court’s ruling means that John Geils’ lawsuit can proceed. However, this case is a reminder of what can happen if you do not protect a name and enter into agreements, in haste, and without contemplating contingencies should you and your partners have a falling-out. No new business or partnership likes to plan for failure or breakup, but it is necessary. Do not ignore the legal formalities in creating your business or partnership, because even fifty-year-old partnerships like The J. Geils Band experience turmoil. A well contemplated and drafted partnership agreement or shareholder agreement prevents these falling-outs from becoming costly legal disputes. As the members of The J Geils Band will attest: litigation stinks.
If you have questions regarding the formation of a business or partnership contact Attorney Mucci today.