Decision

Decision on Amazon-E Bargains Ltd

Published 14 December 2023

Order under the Companies Act 2006

In the matter of application No. 4213

For a change of company name of registration No. 13954188

Decision

The company name AMAZON-E BARGAINS LTD has been registered since 4 March 2022 under number 13954188.

By an application filed on 28 February 2023, AMAZON TECHNOLOGIES, INC. applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).

A copy of this application was sent to the primary respondent’s registered office on 6 March 2023, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Signed For” service and also by standard mail. On 6 March 2023, the Tribunal wrote to Sameena Kaur Bassi to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Sameena Kaur Bassi in relation to this request. On 11 May 2023, Sameena Kaur Bassi was joined as a co-respondent. On 11 May 2023, the parties were advised that no defence had been received to the application and so the adjudicator may treat the application as not being opposed. The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished. No request for a hearing was made.

On 17 May 2023 and also on 23 May 2023, the co-respondent contacted the tribunal by email and advised they had not received the tribunal’s letters due to their registered office not forwarding mail and requesting an extension of time be granted for filing a defence. On 23 May 2023, Companies House register recorded a First Gazette notice for compulsory strike-off of the company. On 23 May 2023, the respondent filed form CNA5 “Request for an extension of time” and requested an extension from 6 April 2023 until 6 August 2023 in which to file a defence. The request was considered by the adjudicator and on 30 May 2023, the respondent was granted an extension of time until 13 June 2023 in which to file a defence if they so wished. 

On 25 May 2023, Companies House register showed the compulsory strike-off action as discontinued.

On 13 June 2023, form CNA2 “Notice of defence” was filed by the respondent.

On 20 June 2023, the tribunal contacted the respondent by letter and email to request amendments to form CNA2 stating as follows:

The Tribunal is unable to accept the form CNA 2 due to the following reasons: -

• box 5 does not contain a signature and the number of sheets attached to the form has not been stated. Please amend this section to include this.
• in Section 1 of the form it is not stated which allegations in the statement of ground you agree or deny. Please clarify this
• Section 2 does not state which of the allegations you are unable to admit or deny and which you require the applicant to prove. Please state this
• Section 3 and 4 have not been answered and no relevant information has been provided in support of your defence. Please complete these sections and provide information in support of your defence
• in Section 5 it is not stated whether you are claiming costs. Please state yes or no in this section

The respondent was given a period of 14 days to file its amended CNA2. 

On 3 July 2023, the tribunal contacted the respondent by letter and email to notify that a further period of 14 days (until 17 July 2023), was granted to the respondent to file an amended CNA2 which met with requirements.  On the same day, the respondent contacted the tribunal by email to advise that it had not been possible to file the amended CNA2 due to a family bereavement.

On 17 July 2023, the respondent contacted the tribunal by email to request a further extension of time due to ill health. The adjudicator considered the request and on 19 July 2023 issued a preliminary view to extend the period of time in which to file the amended CNA2 by one week.  The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished.  No request for a hearing was made.

On 3 August 2023, following receipt of an amended CNA2 on 25 July 2023, the case was reviewed by the adjudicator and the tribunal wrote to the respondent and copied the co-respondent and applicant as follows:

I acknowledge receipt of the amended CNA2 received on 25th July 2023. It is noted no CNA5 (and appropriate fee) was filed, as is required to cover the extended period as requested in the official letter dated 19th July 2023. The Tribunal acknowledges the CNA2 has now been signed. However, the form appears to be incomplete and not all the points have been addressed as requested in the official letter dated 20th June 2023. I have attached this letter for ease of reference.

The Tribunal acknowledges and that you have found the process of defending the application for a change of name to be stressful and that you are not currently in full health. The tribunal is not unsympathetic to that position and has sought to allow for these factors in exercising its discretion to give you additional opportunities to file a defence in the proper form. However, it is clearly open to Amazon Technologies Inc to seek to pursue a request for a change of your company name from Amazon E Bargains Ltd.

The basis of the Applicant’s claim is that it uses its AMAZON brand within the United Kingdom for, among other things, its on-line retail business, from which consumers are able to purchase a very wide range of goods. It claims that its business generates significant income and that it has made significant investment in its brand and business.

It claims that it has goodwill in the UK associated with the name AMAZON and that the name of your company is sufficiently similar that its use in the United Kingdom would be likely to mislead by suggesting a connection between Amazon E Bargains Ltd and the Applicant.

It is open to you to change your company name to one that does not include AMAZON, but equally it is open to you to seek to rely on one of the statutory defences and to have the matter determined on the evidence by the Tribunal. The evidence rounds follow only once an acceptable CNA2 form has been admitted into proceedings. Evidence is submitted along with a Form CNA3 (which entails a £150 fee). Whichever party succeeds in the Tribunal decision will of course be entitled to a contribution (only) to costs, including the full cost of official form fees.

A final period of 7 days is allowed for you to file an amended CNA2 to address all the points raised in the official letter dated 20th June 2023 (including the required CNA5 and fee). This should be filed on or before 9th August 2023. The Form CNA5 (and appropriate fee) to cover the extended period should also be filed by 9th August 2023. Forms and fees are available on our website at……..

In the absence of the above the Tribunal may treat the application as undefended. In this situation the case will be passed to the adjudicator to consider issuing an Order.

On 9 August 2023, by email, the respondent advised that they had sent the forms to the tribunal but had received no reply.  In response, on the same day, the tribunal sent an email copy of official letter dated 3 August 2023 to the respondent. 

On 10 August 2023, the respondent contacted the tribunal by email as follows:

I am totally stressed with the matter as feel singled out by claimant as any name change will have huge costs to make changes which I am financially not in position to do this.

On 1 September 2023, the tribunal wrote to the respondent and sent a copy by email, and copied all parties stating as follows:

I acknowledge receipt of your emails dated 9 August 2023 and 10 August 2023.

Please accept my apologies for the oversight that the letter of 3 August 2023 was not sent to you by email. The Tribunal understands due to your registered office not forwarding the mail you did not receive it. It is noted that you only had sight of this letter when it was sent to you by email on 9 August 2023.

Given the above the Tribunal is willing to allow a further 7 days for you to file your amended CNA2 to address all the points raised in the official letter dated 20th June 2023. The amended CNA2 and the form CNA5 (and appropriate fee) to cover the extended period should be filed by 8 September 2023. Forms and fees are available on our website at … In the absence of the above the Tribunal may treat the application as undefended. In this situation the case will be passed to the adjudicator to consider issuing an Order.

Whilst the Tribunal has noted your comments, it is not the Tribunal’s role to question applicants as to why they may decide to formally object to a company name rather than another.

These are strategic decisions that companies might take and are outside the Tribunal’s remit. For example, the decision of a business not to object the registration of a similar company name might be taken as a result of negotiations or because the respective fields of activity are far enough for the companies to co-exist. Consequently, the fact that in this case the applicant did not file objections against other similar companies’ names is not a factor that the Tribunal will take into account, or in relation to which we have any say.

Equally, it goes without saying, that we do not consider the filing of a CNA1 application in circumstances where similar companies’ names are not objected, to be targeting/harassing or other inappropriate/unreasonable behaviour which would justify a complaint or require the Tribunal’s intervention.  

On 15 September 2023, the tribunal contacted the parties by email to notify that no amended CNA2 and accompanying CNA5 has been filed and as such, the Tribunal considered the application as undefended and the case would now be passed to the adjudicator to consider issuing an Order under section 73(1) of the Companies Act 2006.

In response, on 15 September 2023, the respondent contacted the tribunal by email as follows:

I was under the impression that I’ve contacted the claimant to resolve this issue so did not submit cna2 which client said happy to see a way forward but chose not to as you confirm they have submitted the next cause of action see my emails to them trying to conclude matters without courts intervention.
…

Please advise why claimant chose to ignore what was discussed in email and decided to proceed this way as I feel this is not professional behaviour from claimant if I reached out to them.

On 18 September 2023, in response, the tribunal contacted the parties by email as follows:

To clarify the official letter of 15 September 2023 was issued as we haven’t received a response further to our previous correspondence dated 1 September 2023. As we have not received any request for a suspension the case will proceed as advised. If the parties want to have the case suspended they will need to make a joint request within 2 weeks, that is on or before, 2 October 2023. It is noted the email chain between the parties contains ‘Without prejudice information’. The Tribunal views correspondence marked “without prejudice” to be between the parties concerned and would not normally expect such correspondence to be filed in proceedings. Therefore, the Tribunal’s practice with regard to “without prejudice” correspondence is not to retain these documents on the public file.

On 2 October 2023, the applicant contacted the tribunal on behalf of the parties to request a 4 week suspension to proceedings in order to attempt to reach a resolution. The applicant advised that the co-respondent had provided their agreement to the suspension request and had been copied to the request.

On 3 October 2023, the tribunal wrote to the parties and also sent an email, to note that the parties had requested a joint suspension of proceedings to allow the opportunity to reach a resolution.  It was confirmed that proceedings were suspended for a period of four weeks until 31 October 2023. It was noted that the parties were expected to keep the Tribunal updated and that in the event a settlement was not reached, the case would be passed to the adjudicator to consider issuing an Order under section 73(1) of the Companies Act 2006. 

In the absence of an update from the parties, the tribunal contacted the parties by email on 8 November 2023, to request an update on developments.  No reply was received, therefore on 20 November 2023, the tribunal contacted the parties by email to advise that as no responses had been received to the tribunal’s request for an update on discussions from the parties, the case would now be passed to the adjudicator to consider issuing an Order under section 73(1) of the Companies Act 2006.

The primary respondent did not file a defence within the one month period specified by the adjudicator under rule 3(3).  Although the primary respondent filed a defence on 13 June 2023 and on 25 July 2023, following various extended periods of time allowed for it to do so, the forms filed were deemed to be inadequate and the applicant has failed to put its defence in a suitable order necessary to meet requirements. Rule 3(4) states:

The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the adjudicator may treat it as not opposing the application and may make an order under section 73(1).

A further extension of time was granted until 31 October 2023 to allow the parties to reach a resolution.  To date, the Tribunal has not been notified that the parties have reached any resolution. Consequently, in this absence of any further requests for an extension of time to rectify the previously filed inadequate defences, Rule 3(4) applies.

Under the provisions of this rule, the adjudicator may exercise discretion so as to treat the respondent as opposing the application. In this case I can see no reason to exercise such discretion and, therefore, decline to do so.

As the primary respondent has not responded to the allegations made, it is treated as not opposing the application. Therefore, in accordance with section 73(1) of the Act I make the following order:

(a) AMAZON-E BARGAINS LTD shall change its name within one month of the date of this order to one that is not an offending name; ^{[footnote 1]}

(b) AMAZON-E BARGAINS LTD and Sameena Kaur Bassi each shall:

(i)  take such steps as are within their power to make, or facilitate the making, of that change;

(ii) not cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

In accordance with s.73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.

In any event, if no such change is made within one month of the date of this order, I will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

All respondents, including individual co-respondents, have a legal duty under Section 73(1)(b)(ii) of the Companies Act 2006 not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name; this includes the current company. Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence. 

AMAZON TECHNOLOGIES, INC., having been successful, is entitled to a contribution towards its costs. I order AMAZON-E BARGAINS LTD and Sameena Kaur Bassi, being jointly and severally liable, to pay AMAZON TECHNOLOGIES, INC. costs on the following basis:

Fee for application: £400
Statement of case: £400

Total: £800

This sum is to be paid within seven days of the expiry of the appeal period or within seven days of the final determination of this case if any appeal against this decision is unsuccessful.

Any notice of appeal against this decision to order a change of name must be given within one month of the date of this order.  Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland. 

The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.

Dated 5 December 2023

Susan Eaves
Company Names Adjudicator

1. An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69. ↩