## The Minton Archive | Finding No. SD 1705/MS1456 ## www.themintonarchive.org.uk H O L L I N S V. C A M P B E L L A N D T A Y L O R. The reports of this case which have appeared in several papers being inaccurate in various particulars, we have been requested to publish the following report of the judgment:- The Vice-Chancellor (Malins) in giving judgment, said - This case is one of very great importance, affecting fair dealings between persons who have been in partnership; and after all I have heard I should not have contemplated that a gentleman in the position of Mr. Campbell would have thought it worth his while to raise such a contest against his late partner as he has done in this case. The facts of the case are not very complicated. The name "Minton" is well known in all parts of the civilized world, and the products that pass into the market under that name are invariably admired. The business it appears was originally established by Mr. Herbert Minton, who died in 1858. In 1841 the plaintiff Mr. Hollins, and the late Mr. Herbert Minton were in partnership in that china business which has become so celebrated, and about the year 1843 they added to the china business the manufacture of tiles called encaustic tiles, which have now become of very great use for application in public buildings and private houses. In 1849 Mr. Minton and Mr. Hollins took the defendant, Mr. Campbell, into partnership with them in the china business and the tile business. In 1859 (Mr. Minton having died in 1858), Mr. Hollins and Mr. Campbell entered into a new arrangement, and by articles of partnership of the 11th of August, 1859, they made a distinction between the two businesses, it being provided that the style of co-partnership should as to the general trade of manufacturers of china and earthenware be "Herbert Minton and Company." and as to the particular trade of manufacturers of tiles and mosaic pavements be "Minton, Hollins and Company." So matters continued until 1863, and then a new partnership is formed as to the tile business, into which Mr. Taylor is introduced as a member, but the china business was continued, in which he was not a partner. So matters continued until 1868, when Mr. Taylor goes out of the business, and there is a partition of the business - I say deliberately a partition of the business - made between Mr. Hollins and Mr. Campbell. It was an arrangement of a very fair character; the parties well understood what they were about; and as I read !-- page break -2- the arrangement it is this:- "Mr. Campbell takes the exclusive right to the china business. Mr. Hollins has the exclusive right to the tile business." The parties were trading under the name which did not belong to either of them, and if they had simply dissolved their partnership and made no provision, it is perfectly clear that as to china or tiles, or anything else, each of them could have had a perfect right to continue the use of the name "Minton" as the firm under which he traded. It was very proper under these circumstances that in dissolving a partnership of this magnitude some arrangement should be made, and it was agreed that Mr. Campbell, should take to the greater business, the china business, and that Mr. Hollins should take to the smaller business, the tile business. Now if that was the arrangement that Mr. Hollins should take the tile business, and Mr. Campbell the china business, could anything be more fair or more proper than that each of them should have the use of the name "Minton", but that each of them should use the name as applicable only to his own particular portion of the business? If Mr. Campbell were to have the exclusive use of the name "Minton" as to the china business, why should not Mr. Hollins equally have the use of the name "Minton" as applicable to the tile business? I take it to be perfectly clear that the intention of the parties was that the tile business was to be taken to by Mr. Hollins, and the china business by Mr. Campbell, and accordingly it was an undisputed fact that from that day (the 12th of August, 1863) down to this very day Mr. Campbell has had the whole, sole, and uninterrupted interest in the china business. On the other hand, up to a very recent period it is equally clear that Mr. Hollins had had the entire and uninterrupted use of the business and the profits of the tile business as far as Mr. Campbell is concerned. Other persons have attempted to interrupt it, but not Mr. Campbell, although I am sorry to find the attempted interruption was, to a certain degree, supported by Mr. Campbell, when the matter was before me in 1871. Up to a recent time, namely the issue of the advertisements on the third of April last, which I shall have a word to say about presently, that was the position of the parties; each party was in possession of the uninterrupted use of his own branch of the business - that is, Mr. Campbell was in possession of the china business and Mr. Hollins was in possession of the tile business. It appears to me that much time has been wasted in an argument !-- page break -3- which the three learned counsel for the defendants have addressed to me, namely, that the goodwill of this business has not been disposed of, from which it would follow that Mr. Campbell, now the sole proprietor of the great business of Minton & Co; china manufacturers, is at this moment the owner of the goodwill of that business. Then it must follow that Mr. Hollins has a share in it. There were only two partners, because Mr. Taylor was never a partner in this business; and if Mr. Campbell is not entitled to the goodwill of the china business it is perfectly clear that Mr. Hollins is entitled to half of it as a tenant in common with him. That is an argument, as it appears to me, so preposterous that I am surprised it has been thought worth while to address it to the Court. One partner relinquished one business and the other partner relinquished the other business. The purchase of a business is the purchase of the goodwill of the business. Common sense points out and no human being can doubt that if a person purchases a business he purchases everything relating to the business, and therefore the goodwill being merely the chance of the customers going to him, in buying the business he buys every advantage that can be derived from it. It was so laid down by Vice-Chancellor Wood in the case of "Churton v Douglas" - a case which has been frequently referred to in the course of an argument. I express the most emphatic opinion that Mr. Hollins had no interest whatever in the goodwill of the china business, and I am equally emphatic in my opinion that Mr. Campbell has no interest in the goodwill of the tile business belonging to Mr. Hollins, not only upon general principle, but upon the very terms of the contract which has been commented upon so much - the deed of 1863 - which contains the arrangement between the parties. I take it the meaning of the arrangement was that Mr. Hollins was to have the use of the name "Minton" as it had up to that time been used; and it is in evidence that for between twenty and thirty years in Staffordshire the business was carried on under the firm of "Minton, Hollins and Co.," and in Conduit Street, London, for more than twenty years under the style of "Minton and Co." Mr. Hollins is in my opinion entitled to the use of "Minton and Co.," which has been heretofore used in London, and he is bound to carry on the business in Staffordshire as it was carried on before this time under the firm of "Minton, Hollins and Co.," Of course the great charm in such case is (whether !-- page break -4- "Minton and Co.," only or "Minton Hollins and Co.,") the use of the word "Minton" to which so much celebrity is attached, and from that celebrity so much profit is expected to be derived. Therefore, my opinion is perfectly clear that Mr. Hollins has acquired the exclusive right to the use of the words "Minton, Hollins and Co.," with regard to the business in Staffordshire, and to that name or to the firm of "Minton and Co.," as it had been for more than twenty years used in London. Now, it seemed to be the opinion of Mr. Campbell, for he acted upon it for many years. It is clearly proved in evidence that some tile business was done by the firm of "Minton and Co.," but as to flooring tiles it is perfectly plain, upon the evidence, that flooring tiles have ever been made by the firm of Minton and Co., of which Mr. Campbell is the head. Mr. Campbell, therefore, has acquiesced in that view of the case - a view, I think, that is supported by fair dealing and honesty - a view which I am very sorry Mr. Campbell has ever been advised to depart from. He had the advantage of Mr. Hollins's perfect retirement from the china business, and he ought to have given Mr. Hollins the advantage of his perfect retirement from the tile business. Now comes a curious part of this case. In 1869 Mr. Taylor who had been in partnership with Mr. Hollins and Mr. Campbell in the the business, and had gone out of the firm in 1868, set up a business of his own in partnership with Mr. Challinor at Fenton, which is adjoining Stoke-on-Trent. The great charm in this case is the use of the word "Minton" and it occurred to Mr. Taylor that he could avail himself of the use of the word "Minton," and therefore he began business under this firm of "R. Minton Taylor and Co.," Now as to R. Minton Taylor and Co., many persons who knew Mr. Taylor would know that it meant Robert Minton Taylor and his partners, if he had any, but persons who did not know Mr. Taylor would unhesitatingly read this as the firm of "Robert Minton" as one person, "Taylor" as another person, and "and Co.," as other persons, and the use of the name "Minton" was therefore an infringement of Mr. Hollin's rights. Mr. Hollins then filed his bill in 1869, and set up and established against Mr. Taylor that he was entitled to the exclusive use of the word "Minton" as connected uith the tile business. The claim was disputed, and Mr. Taylor was represented by Sir Roundell Palmer and the present Vice-Chancellor Hall - most able counsel - but I think I pressed rather hard upon them. I expressed my opinion pretty plainly that I !-- page break -5- disapproved of it and I disapprove of it now. I think it was one of those not very handsome tricks of trade by which the truth was attempted to be concealed - namely, it was made to appear that Robert Minton was one person. Upon the third day the defendants made a submission and each party agreed to pay their own costs, and an undertaking was given that the name of ̶R̶i̶c̶h̶a̶r̶d̶ ^[Robert] Minton Taylor should appear in a distinct line, so that nobody could suppose it was Mr. Minton; that the defendants would not make any tiles stamped with the words "R.Minton Taylor and Co.," or any tiles stamped with the name "Minton" in a separate line from the name of Taylor, and not make or sell any encaustic tiles, or any tiles ordered or intended to be used for flooring or pavements stamped with the words "Minton and Co.," Mr. Taylor, therefore, with the knowledge of Mr. Campbell, submitted to a very stringent injunction, or an undertaking which could only have been given on the basis that Mr. Hollins had established his exclusive title to the use of the word "Minton" in connection with the manufacture of ^[encaustic & flooring] tiles. That having been done I should hardly have thought that Mr. Campbell would have considered it worth his while, having bought up Mr. Taylor's business with this undertaking attached to it, to have issued these advertisements to the public, the issuing of which has led to the institution of this suit. Was it a fair or proper thing, under these circumstances, for Mr. Campbell to attempt to avail himself of the services of Mr. Taylor, and by the assistance of Mr. Taylor to do that very thing which Mr. Taylor himself was prohibited from doing? Can I have any doubt about what would be right to be done if this were a motion to commit Mr. Taylor instead of the mere course of asking for an injunction against him? If there were a motion before me to commit Mr. Taylor for a breach of his undertaking the probability is that the Court would adopt the lenient course of making him pay the costs of the motion and warn him if he continued so to act it would commit him. I have not the slightest doubt that that is the justice of the case. If Mr. Taylor could not do this alone I apprehend it follows that Mr. Campbell cannot do it in connection with him. The conclusion, therefore, I come to is this, that Mr. Hollins has between himself and Mr. Campbell, and also as between him and Mr. Taylor, has established his exclusive right to the use of the term "Minton" in connection !-- page break -6.- with the ^[encaustic & floor tiles] tile business, and Mr. Campbell has been in my opinion entirely in the wrong by purchasing this business of Mr. Taylor, and announcing to the public that he is commencing a business in floor tiles of every description - a business which he has set up in opposition to his former partner, to whom he had formally and for a valuable consideration parted with the ^[enc & floor] tile business, and given to him the exclusive right of carrying on that business. Mr. Campbell is in my opinion entirely wrong in the whole of the dispute and there must therefore be a decree made against him - there must be a perpetual injunction against him from using the name of "Minton" in connection with the ^[encaustic & floor] tile business. The particular form of it may be considered, and he and Mr. Taylor must pay the costs of the suit. (Reprinted from the "Staffordshire Advertiser" 5th June, 1875.).