The registering of a fictitious name does not act as a reservation of rights to that name. Many are under the impression that using a fictitious name for business purposes will afford them the same protection as the name used for incorporation. This is certainly not the case. There have been many instances where the same fictitious name has been shared by multiple people or entities. When such a scenario presents itself, no protection will be extended to any of the holders of the same fictitious name. In essence, if two people share the same fictitious name, courts will refuse to recognize one party’s claim to that name over another’s. In Worm World, the court held that “a fictitious name has no independent legal existence; rather, it is a fiction involving the name if the real party in interest and nothing more.” Worm World, Inc. v. Ironwood Productions, 917 So.2d 274 (Fla. 1st DCA, 2005) However, in furtherance of justice, the same court held that failure to comply with registration requirements for fictitious names will not impair the validity of contracts entered into by the party using the fictitious name. Id. It is clear that, in Florida, the courts will seek to avoid inequitable outcomes caused by the use of fictitious name. Therefore, it would be unwise to expect the legal protection and recognition associated with legal names to be extended to fictitious name.
If your buying or selling a business or need help starting a new business, the attorneys at Law Offices of Oates & Oates, P.A., can assist you in every step along the way.