OPINION OF THE COURT
This appeal requires us to decide whether, under the law of Delaware, the appellant’s corporate name is of such a character as to prevent the appellee’s subsidiaries from adopting corporatе names identical or similar to it.
The appellant, American Plan Corporation, is a service organization; it provides insurance coverage on chattels which are being purchased on installment contracts. Though appеllant is not itself an insurance company, it places insurance for the benefit of the holders of commercial paper through a number of different carriers. The characteristic which appears to make appellant unique is that it offers to banks, lending institutions, and other holders of commercial paper a comprehensive plan of insurance to guaranty the security value of the chattels which are being financed through the particular institution.
Appellant incorporated in 1947 and adopted its present name in 1948. Although it services only about two hundred institutions, the American Plan Corporation has solicited or conducted business in virtually every state. It advertises in trade journals and solicits business by mail. Much оf its business comes to it on the recommendation of others.
The appellee, State Loan & Finance Corporation, is a parent corporation which conducts its business through more than five hundred subsidiaries in thirty different states. These subsidiaries are engaged primarily in the small loan business. Beginning in 1958 and becoming more prevalent in the 1960’s, these subsidiaries began to use the words “American Plan Corporation” as corporate names or as part of their corporate names. 1 There are presently more than *637 140 of these subsidiaries employing the words “Amеrican Plan .Corporation” in their titles, the most common being the American Plan Corporation of a particular city. 2
The appellant commenced this action in the district court. It seeks to permanently enjoin 3 the appellee from the use of “American Plan Corporation” in the conduct of its business and in the corporate names of its subsidiaries. The ease proceeded to trial; and after the plaintiff had concluded its proof, the defendant moved undеr Rule 41(b) to dismiss the case on the grounds that plaintiff had established no right to relief. The court granted defendant’s motion and in an oral opinion stated that plaintiff had failed to prove that its name had acquired a “secondary meaning” and that there had been no showing of likelihood of confusion, both of which were essential to its case. This appeal followed.
Jurisdiction exists in this case by virtue of diversity of citizenship. The conflicts rules to be applied are those of the forum stаte, Delaware. Klaxon Co. v. Stentor Elec. Mfg. Co.,
We note at the outset that there has been a considerable difference of opinion between the parties as to whether Delaware law is similar to the general law of unfair competition and, in рarticular, the common law of trade-name infringement. Our examination of the cases cited by the parties and our own independent research have failed to reveal any significant dissimilarity between the Delaware cases and thе general law as formulated by the state and federal courts. The Delaware courts have themselves been cognizant of a limited body of Delaware law in this area, E. I. duPont de Nemours & Co. v. DuPont Safety Razor Corp.,
The primary issue before us is whether the district court was correct in holding that Delaware law required the plaintiff to prove that its name had acquired a “secondary meaning.” We conclude that it erred. We read the Delaware cases as holding that a plaintiff in a trade-name infringement — unfair competition case must show (1) either that its name is capable of exclusive appropriation or that its name, though not capable of exclusive appropriation, has acquired a “secondary meaning”
and
(2) that the name appropriated by the defendant is of such similarity to that of plaintiff that plaintiff’s customers or potentiаl customers are likely to confuse the two, United States Plywood Co., Inc. v. United Plywood Corp.,
For public policy reasons, words which are рurely descriptive or purely geographical have been held to be non-exclusive. Absent a showing of secondary meaning, no action for unfair competition may be maintained. American Radio Stores, supra; Standard Oil-shares, supra;
4
see also annots.,
Thus, the question of whether proof of secondary meaning is necessary resolves itself into the determination of whether the name “American Plan Corporation” is geographical or descriptive or fanciful or arbitrary. The specific issue before us has already been decided by the Delaware courts. In American Radio Stores, Inc. v. American Radio & Television Stores Corp., supra, the Court of Chancery stated:
“* * * [T]he words ‘radio’ and ‘stores,’ * • * * are purely descriptive and, when used by the complainant, have attached to them no meaning of a secondary nature. But when the word ‘American’ is used in conjunction with thеm, a distinguishing mark is introduced and the complainant is entitled to be protected in its use of that distinctive feature of its name.”17 Del.Ch. at 131 ,150 A. at 183 .
Similar results in the use of the term “American” were reached in Hamilton-Brown Shoe Co. v. Wolf Bros. & Co., supra (“American Girl” shoes), and Dеnnison Mfg. Co. v. Thomas Mfg. Co.,
The second and equally vital .question is whether рlaintiff presented sufficient evidence of likelihood of confusion in order to prevail. The district court found that it had not; and since this case was decided on a motion for judgment under Rule 41(b), the facts as found must be accepted unless “clеarly erroneous.” See O’Brien v. Westinghouse Electric Corp.,
Appellant maintains that the district court improperly applied the legal yardstick of eases where the names were merely similar, when it should have applied a different standard; it contends that a less strict standard for determining likelihood of confusion should obtain in cases where the names are identical. No Delaware cases have decided this issue, nor have any Federal courts applying Delaware law decided it. 5 Considering all the cases which wе have heretofore discussed, we conclude that the Delaware courts, if confronted with the issue before us, would not require a similar standard of proof.
Where the names are identical or where, as here, the shortened or popular names of appellee’s subsidiaries are identical to that of the complaining party, the names in themselves are evidence of likelihood of confusion. See American Steel Foundries v. Robertson,
We must dispose of one further matter which was impliedly raised before the district court and before us. The parties in this case are not competitors ; their businesses, however, аre closely related. Plaintiff’s principal complaint is that competitors of the defendant are potential purchasers of plaintiff’s services and that because of the identity or similarity of names between the two, potential customers may avoid dealing with the plaintiff on the grounds that they might be aiding a competitor. This complaint is remediable in an action for trade-name infringement and unfair competition. In applying Delaware law on a previous ocсasion, we noted that there is a right to make one’s own reputation and good will. Taussig v. Wellington Fund, Inc., 3 Cir.,
The judgment of the district court will be vacated, its preliminary injunction of February 9, 1965, will be reinstated, and the cause remanded 6 for disposition not inconsistent with this opinion.
Notes
. As an example of the wholesale adoption of the words “American Plan Corporation” by appellee’s subsidiaries, it was disclosed in the answers to interrogatories that twenty-seven subsidiaries were organized under or сhanged their names to “American Plan Corporation” of some geographical designation after this suit was filed. This was the basis for the district court’s issuance of a preliminary injunction.
. Several exhibits offered by the plaintiff at trial indicate that thе geographical designation appearing after the words “American Plan Corporation” was deleted in various advertisements.
. The complaint also states a claim for damages; however, that claim appears to hаve been abandoned.
. In the Standard Oilshares case, the Delaware court stated:
“ * * * Names that are descriptive of articles, things or occupations, names that are purely geographical, are names that are the common property of all men, and the law will not recognize the right in any individual, except under unusual circumstances, to appropriate [them] unto himself * * *. The unusual circumstance that works an exception to this general rule consists in the fact that by public acquiescence the complainant has so appropriated the common name or descriptive term as to give it a secondary meaning identifiable with the complainant.”17 Del.Ch. at 118 ,150 A. at 177 .
. Neither Federal Glass Co. v. Federal Glass Co., Inc.,
. See United States v. United States Gypsum Co.,