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If I buy wholesale clothing from a wholesale supplier, can I alter the clothing, and resell it in my clothing store?

San Diego, CA |

I am thinking about opening a clothing boutique in the future. I don't want to make clothing from scratch, so I would like to buy wholesale clothing from a legit wholesaler and alter it with my own fashion styling. Also is it possible to relabel it with my own company name tag?

Thanks to all the contributers! You guys were all very helpful. Also, I think they are non branded wholesale clothes because they are not any of the big name clothing companies, and are sold to resellers. Maurice- I've thought of making it from scratch but was discouraged by "others" because I thought it might be too much of a hassle and be more expensive. I will take your advice and try it out! Thanks! How do I go about in contacting those companies?

Attorney Answers 2


The problem that you face is that even though you want to modify the garmants to reflect your personal "fashion styling", you may not be able to overcome the intellectual property rights associated with the clothing as delivered to you. For example, a t-shirt or sweater might have trademark built in as part of its design, or various elements such as stitching that might be protected by trade dress. Further, elements of the designs contained the garmants might be protected by copyright law. There may even be design patent elements associated with the garmants. The very elements of the clothing that you buy that you may want to keep in order to make your "fashion styling" more marketable are the elements that are likely protected by intellectual property rights. And each piece of clothing that you purchase, as modified, would have to be reviewed by your intellectual property lawyer to ascertain the extent to which you need to obtain licenses or permissions before marketing the item.

Notwithstanding the foregoing, there are many fashion designers who operate small boutiques who follow a strategy similar to what you propose. They either obtain licenses to use or modify the clothing designs that they purchase, or they take the risk of being sued. Law suits are expensive to bring, and in general most owners of intellectual property rights do not have the resources or inclination to sue small operators---particularly if the modifications made by them do not harm the reputation of intellectual property owner or the value of their intellectual property rights. If they receive a "cease and desist" letter, the small boutique owner can decide whether to fight the matter or cease the infringing activity. Thus, some small boutique owners sometimes decide to take the risk.

My advice, however, is that it is never a good long-term idea to take such risks. Moreover, I am not fully understanding why you do not "want to make clothing from scratch." If you have the ability to design clothing, there are people can help you to (a) draw the designs, and (b) produce samples. I have found with many of my younger clients that this is a relatively inexpensive and easy process. There are lots of companies, in the United States and abroad, who regularly work with young designers to produce sample runs at very reasonable cost. If your long term objective is to market your own designs, this would be a far preferable way to go.

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Step one in answering your question is to strip it of its meaningless marketing zazzle: there is no such thing as "wholesale clothing" [there's only clothing], your potential "clothing boutique" is simply a retail store, and "fashion styling" really means modifying the clothing.

So your real question is whether you can buy clothes from Company X, modify them, and then lawfully sell them. The answer is maybe.

Some clothes contain brand identifiers. For example, if you buy a new pair of Levi jeans and modify them into snazzy short pants, you cannot lawfully sell them [as new] because Levis owns trademark rights in the gold thread stitching pattern on the pants pockets. Your sale would infringe that trademark [not to mention the trademark in the word Levis on the label]. There are many such trademark examples that include unique stitching patterns and button configurations. In related manner, some elements of some clothes are protected under trade dress law -- that is, the particular configuration of the ornamental elements of the clothes serve as an identifier for the manufacturer of the clothes. If your alterations leaves those elements intact, the sale of your clothes would infringe the manufacturer's trade dress rights in its clothes.

In addition, some clothes are made from fabrics that contain designs protected under copyright law. If you modify those designs [by modifying the clothing] a non-frivolous argument can be made that you've made an infringing derivative work from the design -- which would be copyright infringement absent some defense. It's not a strong argument but one that you should expect if you press ahead.

If the clothes that you buy are not branded and are not made from fabric containing a copyright-protected design then, yes, you can modify them and resell them -- and, in the process, brand them with your own trademark or trade name.

Before you begin this business, however, you need to discuss the matter with your own intellectual property attorney. Good luck.

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How do you know if fabric contains copyright-protected design??