Cranford v. Jordan

THE COURT.

The petitioner tendered to the respondent, as. Secretary of State, for filing, articles of incorporation of Transamerica Corporation which the respondent declined to file on the ground that the name “Transamerica Corporation” was not open for corporate use or adoption in this state. He seeks the writ of mandate to compel respondent to file the articles of incorporation. By leave of this court the Transamerica Service Corporation, a domestic corporation, and the Transamerica Corporation, have intervened on behalf of the respondent. The former of the two corporations acquired its name by amendment of its articles of incorporation in December, 1931, and ever since that time has been known as “Transamerica Service Corporation”. Under the view we now entertain it is unnecessary for us to further describe the Transamerica Corporation, organized under the laws of the state of Delaware, than to say that it is a holding corporation of many corporations doing business in California, including the Transamerica Service Corporation.

The respondent refused to file the articles of incorporation tendered by petitioner under the authority of section 291 of the Civil Code, the first paragraph of which reads as follows: “The Secretary of State shall not file articles which set forth a name which is likely to mislead the public or which is the same as, or resembles so closety as to tend to deceive, (1)' the name of a domestic corporation, or (2) the name of a foreign corporation which is authorized to transact business in this state, or (3) a name which is under reservation, except to the applicant therefor.”

The question is whether the name proposed by petitioner resembles so closely the name of Transamerica Service Corporation as to tend to deceive. We have no hesitancy in declaring that respondent executed the duty reposing upon him strictly in accord with the quoted section in order to prevent deception. Obviously, the key word in the name of the intervening domestic corporation is “Transamerica”. That key word is proposed as the name of the new corpo

[467]

ration. The authorities are legion to the effect that two names in which the key word is identical are so similar as to tend to deceive. Among them we may cite,

Delaware Charter Co.