Legal Question in Technology Law in Colorado
Official Name Use
The ''XYZ'' Riding Club Inc. was incorporated in 1947. Recently one of the past officers of the club told the membership that he ''owned'' their website domain and has now used it to redirect people to another website. Even though he may ''own'' the web domain, he never received permission to use the clubs name. Since ''XYZ'' was used in the articles of incorporation and is well known in the community, does he have the right to use their name without permission?
2 Answers from Attorneys
Re: Official Name Use
This can be somewhat of a sticky issue. The club obviously has common law trademark rights in the name. I don't know whether you have either a state or Federal trademark on the name. As such, the name belongs to the club. If he was an officer of the organization, then he has a fiduciary duty to the club. Conversion of assets, including the domain name for personal gain, while as an officer can be an offense.
You may need to sue him in civil court for return of the asset. However, under the conditions which you describe the asset belongs to the club.
Hire an attorney in Colorado to assist you with the matter.
Good Luck!
Re: Official Name Use
I am not a Colorado practitioner and the following is not legal advice, but is intended to provide you with information only.
It seems to me that this is a contractual issue more than anything. If this corporation has been in operation for 60+ years, it would seem there would be bylaws somewhere that spell out whether or not actions taken by officers on behalf of the company benefit the company or the officer. I would hope that somewhere in the company's official documents, the agency of officers is addressed.
Further, if the officer purchased the domain name "for the company" while he was an agent of the company, then the domain name is the company's proprietary property. I am certain, if this company was properly formed, the bylaws certainly address the use of company property for personal use by officers. They should also address the issue of direct competition by an officer.
Finally, it seems that this former officer is clearly interfering with existing business contracts, and has possibly converted the company's personal property for his own new company's benefit.
Even if there are no formal written bylaws, the state statutes and caselaw may address actions taken by officers on behalf of a company. I recommend that you contact an attorney who practices in the areas of intellectual property and business law to determine if, in Colorado, you actually have any causes of action against the former officer.
I wish you all the best.
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