Former business partner using our old company name

My former business partner ("Sam") and I ran a marketing agency called "BrightSpark Creative" for about four years as a general partnership. We dissolved the partnership last August due to irreconcilable differences. We didn't have a formal dissolution agreement — we just split the assets, divided the client list, and went our separate ways.

I just discovered that Sam registered a new LLC called "BrightSpark Creative LLC" two months ago and is operating under our old name as if the original company never dissolved. He's even using the old website domain and some of our former joint marketing materials.

I feel like he stole our brand. The name was my idea originally and I came up with the logo design. Can he just take the name like this?

This is a genuinely complex situation because it involves the intersection of trademark law, partnership law, and business dissolution. Let me walk through the key issues:

1. Who owned the name? When a partnership uses a trade name, the name is generally an asset of the partnership, not of any individual partner. Under the Uniform Partnership Act (UPA) (adopted in some form by most states), partnership property belongs to the partnership itself. The fact that you personally came up with the name doesn't automatically make it your personal property if it was used as the partnership's trade name.

2. What happened at dissolution? When a partnership dissolves, its assets must be distributed. You said you split assets but didn't have a formal dissolution agreement. If the trade name wasn't specifically assigned to either party, it creates ambiguity. Neither partner can unilaterally claim it without the other's consent.

3. Trademark rights: Was "BrightSpark Creative" ever registered as a trademark? If not, you may still have common law trademark rights based on use in commerce. Common law rights belong to the first user of the mark in connection with the specific goods or services. But here, the first user was the partnership, not either individual partner.

The strongest argument is that Sam cannot unilaterally appropriate a partnership asset. By registering the LLC under the partnership's name without your consent, he's arguably converting partnership property. You may be able to seek an injunction requiring him to stop using the name.

We never registered a trademark. Everything was informal — handshake partnership, no written agreement, no formal dissolution. I realize now how stupid that was.

What about the domain name? I originally registered it and it's still technically in my personal GoDaddy account. Sam has been using it because I never thought to take it down after we split. Could I just redirect it away from him?

The domain is in your personal account, but if it was used as a partnership asset, it's arguably partnership property regardless of who the registrant is. Unilaterally redirecting it could expose you to a claim of conversion or breach of fiduciary duty (partners owe fiduciary duties to each other even during wind-down). I'd hold off on that without legal counsel.

Here's what I'd recommend:

1. Send a written demand to Sam stating that "BrightSpark Creative" was a partnership asset, that neither partner has the right to unilaterally appropriate it, and demanding he cease using the name
2. File a trademark application for the name in your own right — even if Sam challenges it, the application preserves your priority date
3. Consult a partnership attorney about formally winding down the dissolved partnership and distributing remaining assets (including the trade name and domain)
4. If Sam refuses to cooperate, file a lawsuit for partition or accounting of partnership assets under your state's UPA

The absence of a written partnership or dissolution agreement makes this harder, but it also means Sam has no document granting him exclusive rights to the name either.

I've seen this exact scenario play out three or four times with small business clients I advise. It almost always ends the same way: both partners spend $10-20K on legal fees fighting over a name that has maybe $5K in brand equity. Neither one ends up using it because the fight poisons the brand.

My unsolicited advice: before you lawyer up, consider whether it's worth fighting over. You could start a new agency with a new name, build fresh brand equity, and spend that $10-20K in legal fees on marketing instead. You'd probably be further ahead in 12 months.

That said, if Sam is using your old marketing materials and client testimonials, that's a different issue. That's misrepresentation, and clients who think they're hiring the original partnership could be confused and harmed.

Frank, I hear you and honestly you might be right. The name has some recognition in our local market but it's not like it's a household brand. The thing that really bothers me is the principle — he just took it without asking.

But the marketing materials thing is a real concern. I've seen his new website and he's using case studies from projects we did together, presenting them as his own work. Some of those were primarily my projects.

Frank raises a valid pragmatic point. But the case studies issue adds another layer. If Sam is presenting joint partnership work as solely his own, that could constitute:

• False advertising under the Lanham Act § 43(a) (15 U.S.C. § 1125(a)) if it creates a false impression of his capabilities
• Copyright infringement if the marketing materials, copy, or images were your original creative work
• Unfair business practices under your state's consumer protection statute

My practical recommendation: send a demand letter addressing both the name and the marketing materials. Sometimes a single well-crafted letter resolves everything because the other side realizes they're exposed. If Sam is reasonable, you might agree on one of you buying out the other's interest in the name, or both of you rebranding and neither using it. If he's not reasonable, you'll need to escalate — but at least you'll have documented that you tried to resolve it first.

I think teh demand letter approach makes sense. I'd honestly be fine with a buyout arrangement or even both of us rebranding. I just don't want him to get a free ride on brand equity we built together.

Bigger picture, this has been a $50,000 lesson in why you need written agreements. Partnership agreement, operating agreement, dissolution agreement. Every. Single. Time. I'll never do business on a handshake again.