My Business Partner is Still Using the Company Name, Can I Make them Stop?

When business partnerships dissolve, the separation isn’t always clean. One particularly problematic situation occurs when a former partner continues using your company name, logo, or brand identity after the partnership has formally ended. This unauthorized use not only creates market confusion but can damage your reputation and expose you to potential liability.

At TONG LAW, we regularly assist California business owners when former partners refuse to stop using shared business identities. Understanding your legal rights and options is critical to protecting your business interests.

The Legal Complications of Shared Business Names

When partners operate under a shared business name without clear written agreements about ownership and usage rights, the dissolution of that partnership can create significant legal ambiguity. Your former partner’s continued use of the business name creates several potential problems:

• Customer confusion about which business they’re dealing with
• Reputational damage if your former partner provides poor service or engages in unethical practices
• Potential liability for your former partner’s actions or debts
• Loss of business opportunities due to market confusion
• Trademark dilution or infringement issues

These issues become particularly complicated when no formal partnership agreement exists or when the agreement lacks specific provisions addressing intellectual property rights after dissolution.

California Law on Business Name Ownership

In California, business name rights are governed by a combination of state law, common law trademark principles, and federal trademark protections. Under California Business and Professions Code Section 17500, false or misleading business representations are prohibited. A former partner using your shared business name in a way that misleads consumers could be violating this provision.

The California Uniform Partnership Act (UPA) also provides guidance on partnership dissolution and the distribution of partnership assets, which may include intellectual property like business names and logos. However, without a clear written agreement, determining ownership can be challenging.

Steps to Take When a Former Partner Won’t Stop Using Your Company Name

1. Document Everything

Begin by documenting all instances of your former partner’s unauthorized use of the business name. This documentation should include:

• Dates and locations where the name is being used
• Screenshots of websites, social media accounts, or marketing materials
• Customer communications showing confusion
• Any financial impact on your business

This evidence will be crucial if legal action becomes necessary.

2. Review Your Partnership Agreement

If you have a written partnership agreement, review it carefully for provisions related to:

• Ownership of intellectual property
• Post-dissolution rights to business assets
• Non-compete clauses
• Dispute resolution procedures

Even if your agreement doesn’t specifically address business name usage after dissolution, other provisions may offer guidance or leverage.

3. Send a Formal Cease and Desist Letter

A professionally drafted cease and desist letter serves multiple purposes:

• Formally notifies your former partner that their use of the business name is unauthorized
• Creates a record of your attempt to resolve the issue amicably
• Outlines potential legal consequences if the unauthorized use continues
• May be required to demonstrate good faith efforts before pursuing certain legal remedies

Your attorney can draft a letter that specifically addresses California law and the particular circumstances of your situation.

4. File for Trademark Protection

If you haven’t already done so, consider filing for trademark protection for your business name and logo. In California, you can file at both the state and federal levels:

• State-level protection: Register with the California Secretary of State
• Federal protection: File with the United States Patent and Trademark Office (USPTO)

While registration doesn’t automatically resolve your dispute, it strengthens your legal position and provides additional remedies under trademark law.

5. Consider Alternative Dispute Resolution

Before rushing to court, consider mediation or arbitration. These alternative dispute resolution methods:

• Are typically faster and less expensive than litigation
• Can be less damaging to any remaining business relationships
• May result in creative solutions that litigation cannot provide
• Are often required by partnership agreements before litigation can commence

Many California counties offer mediation services specifically for business disputes.

6. Pursue Legal Action When Necessary

If other approaches fail, legal action may be necessary. Options include:

Seeking an Injunction

A temporary restraining order (TRO) or preliminary injunction can legally prohibit your former partner from continuing to use the business name while the dispute is resolved. In California, courts will consider:

• The likelihood of success on the merits of your case
• The possibility of irreparable harm to your business
• The balance of hardships between parties
• The public interest

Filing a Business Tort Claim

Depending on the circumstances, you might have grounds for various business tort claims, including:

• Unfair competition under California Business and Professions Code Section 17200
• Trademark infringement
• Breach of fiduciary duty
• Interference with business relationships

Partnership Dissolution Proceedings

If your partnership was never formally dissolved, you may need to initiate formal dissolution proceedings through the courts to resolve all outstanding issues, including business name rights.

Preventive Measures for Future Partnerships

While addressing your current situation is the priority, this experience highlights the importance of preventive measures in future business relationships:

• Create comprehensive written partnership agreements that specifically address intellectual property ownership
• Register trademarks early in the business formation process
• Establish clear dissolution procedures that include provisions for business name usage
• Document ownership of all business assets, including intangible assets like names and logos

How TONG LAW Can Help

Our experienced business attorneys understand the nuanced legal issues involved when former partners continue using company names after partnership dissolution. We can:

• Evaluate your specific situation and available legal options
• Draft and send effective cease and desist letters
• Represent you in negotiations, mediation, or arbitration
• File for appropriate trademark protections
• Pursue litigation when necessary, including seeking injunctive relief
• Guide you through formal partnership dissolution proceedings

If you’re dealing with a former partner who refuses to stop using your company name, contact TONG LAW today. Our attorneys serve clients throughout California from our offices in Oakland and Sacramento.

Business name disputes require prompt action to prevent ongoing damage to your reputation and business interests. Don’t wait to protect what you’ve built – schedule a consultation with our experienced business litigation team today.