The Supreme Court in of the judgment of 25 December 2, file no. stamp 2026 Cdo 23/636, dealt with the question under which conditions a person may withdraw their consent to the use of their name in the business name of a legal entity.

The Supreme Court concluded that for this right to arise, two conditions must be met: (i) the existence of a serious reason and (ii) its sufficient intensity in the sphere of the person who gave consent to the use of his name. It must therefore be a situation where this person can no longer be fairly required to tolerate the continued use of his or her name in the business.

Subject of the dispute

The plaintiff requested that the defendant change its business name. He justified the request by stating that, as a result of the reconstruction of the building and the change in the services provided, there has been a change in the prevailing nature of the businessAccording to the plaintiff, the business has shifted from traditional cuisine at folk prices to specialized experiential gastronomy for a wealthier clientele.

Court decisions

The courts of both instances dismissed the action. They concluded that the described changes did not constitute a serious reason within the meaning of Section 428 of the Civil CodeThe Supreme Court subsequently upheld their conclusion.

According to the Supreme Court, Section 428 of the Civil Code is a norm with a relatively vague hypothesis. Whether a serious reason for withdrawing consent, therefore depends on the assessment of the individual circumstances of the caseThe purpose of the provision is primarily to resolve the conflict between a person's right to protect their name and a legal entity's right to protect its business name.

According to the law, a serious reason may be, for example: a change in the predominant nature of the legal entity's business or a change in its ownership structureHowever, the mere existence of such a change does not automatically mean that the right to withdraw consent has arisen. Its intensity and impact on the sphere of the person who granted consent are also decisive.

The Supreme Court emphasized that cannot be based solely on the subjective beliefs of the bearer of the name. The fact that a person disagrees with certain changes in the business of a legal entity is not sufficient in itself. A serious reason must be of such intensity that the continued use of the name under similar circumstances would normally be perceived as undesirable even by a person in the position of the bearer of the given name.

In the case under consideration, therefore, the very change in the nature of the defendant's business, with which the plaintiff did not agree, did not establish the right to withdraw consentAccording to the Supreme Court, this was primarily a decision within the framework of business management, in which the plaintiff, as the bearer of the name, was not authorized to intervene.

záver

In conclusion, it can be summarized that the existence of any change in the business of the legal entity is not sufficient to revoke consent to the use of the name in a business. There must be a serious reason, the intensity of which reaches such a level that the bearer of the name can no longer be fairly required to tolerate its further use in a business. The assessment cannot be based solely on his subjective attitude, but must be based on objectively assessable circumstances of the specific case.

Source: Leagle.One

Mgr. Lucie Špičková, Attorney

Mgr. Barbora Kozáková, paralegal