That Which We Call A Rose

That which we call a rose
By any other word would smell as sweet

Juliet argued that it didn’t matter what Romeo’s name was for she would love him anyway.  And, by the way, if he wasn’t Romeo, they could be married.  But as we know, that’s not what happened.  Let’s just say, it went downhill for them.

But what about names in contracts?  How important is it to get Romeo Montegue’s name right? Would the deal smell so sweet if he signed it under a pseudonym?  Well, (here it comes!) it depends.

Contracts are promises between parties to act.  You need to be able to identify who promised what, and if they fail to follow through on their promise, be able to enforce the action.   Therefore, the better the identification, the better the ability to get the correct party to act in accordance with the contract.  After all, you don’t want a valid defense to be one sung by Shaggy (It wasn’t me!).

For businesses, that means knowing the company’s name, entity designation and often the address and state of incorporation.  For example, Simple Soaps for Simple Folks, LLC, a Minnesota limited liability corporation located at 1121 Co Rd 10 NE, Dover, MN 55929.  I now know what the official name is, where to find it, and if it moves (or changes name) where to look for its new information – Minnesota’s Business Search.

If there is a trade name involved, you can note that simply by saying the company does business by that name:  Alphabet Inc. d/b/a Google.

For people, it is pretty similar.  We want their name, state of residence, and an address.  For example, Mr. Bruce Wayne, a New Jersey resident, living at  1007 Mountain Drive, Gotham City, New Jersey.

Mr. Wayne, however, may be better known by an alias.  Often, you simply note that much like the trade name:  Mr. Bruce Wayne a/k/a Batman.  Or if it is a nickname, we might put it this way: Katherine (Kate) Mulgrew.  Still easy to recognize who really is held to the promises.

Every once in a while, a person wants to only disclose the pseudonym.  Fears of FOIA may prevent Mr. Wayne from disclosing his name in his contract with Gotham PD.  As we have learned, some people stick by pseudonyms.  It doesn’t prevent them from being held to the contract; it just can make it harder to be sure that you are chasing after the correct party.  Some parties are pretty well known.  J.K. Rowling likely doesn’t need Joanne spelled out.  However, having the actual name makes the Shaggy defense much harder.

Therefore, if you are confident that you can identify who each party is and can use it to enforce a contract against that party, then it works.  The easiest way to do so is to identify the party with details.  And, good luck getting “It Wasn’t Me” out of your head.