Decision

Decision on Bayer Biohealth UK Limited

Published 21 January 2025

Order under the Companies Act 2006

In the matter of application No. 5029

For a change of company name of registration No. 15669172

Decision

The company name BAYER BIOHEALTH UK LIMITED has been registered since 22 April 2024 under number 15669172.

By an application filed on 13 August 2024, BAYER AKTIENGESELLSCHAFT 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 30 August 2024, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. On 30 August 2024, the Tribunal wrote to Ze Kun Jiang to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Ze Kun Jiang in relation to this request. On 25 November 2024, Ze Kun Jiang was joined as a co-respondent. On 25 November 2024, 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.

The primary respondent did not file a defence within the two month period specified by the adjudicator under rule 3(3). 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).

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) BAYER BIOHEALTH UK LIMITED shall change its name within one month of the date of this order to one that is not an offending name; ^{[footnote 1]}

(b) BAYER BIOHEALTH UK LIMITED and Ze Kun Jiang 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.

The applicant is requesting its costs. In response to question 7 on the Form CNA 1 (“Did you warn the company that if it did not change its name that you would start legal proceedings against it? If “yes” when did you warn the company?”), the applicant confirms that it did not provide warning. Also relevant is the applicant’s comments at question 16: (“Please provide any other relevant information you may have that you consider relevant to this application”), the applicant states:

The company’s registered office address, 291 Brighton Road in South Croydon, is home to over 8000 active companies. There is no evidence of a biohealth-related business operating from this address.

The applicant points the Tribunal to its two earlier successful applications made to the tribunal; case number 3665 under the directorship of Chunmei Liu against company name BAYER CHEMICAL GROUP CO., LTD also registered at 291 Brighton Road, South Croydon and case number 4736 under the directorship of Xuanfeng Zhang against company name UK BAYER PHARMACEUTICAL CO., LTD, also registered for a period of time at 291 Brighton Road, South Croydon. The applicant adds:

We respectfully suggest that there may be a connection between Chunmei Liu, Xuanfeng Zhang and Ze Kun Jiang. All are Chinese nationals who incorporated their respective companies with names utilising the present applicant’s trade marks. All have had their respective companies registered at 291 Brighton Road, South Croydon for a period of time, and neither of their companies have/had occupied premises capable of operating, respectively, chemical, pharmaceutical and biohealth businesses.

The Tribunal notes that the applicant decided not to attempt to contact the respondent because its registered address is the same as in two previous applications it has made with the Tribunal, albeit that the respondent’s director in this case, is a different individual than those named in the previous applications. Although Ze Kun Jiang has played no part in these proceedings, the tribunal notes that none of its communications to the primary respondent or to the co-respondent addressed to 291 Brighton Road, South Croydon, by both special delivery and standard mail service have been returned to the Tribunal as undeliverable. Also, as there is nothing to indicate that the respondent’s registered office address does not have a mail forwarding service and that any correspondence would not be collected or forwarded to the respondent, it is pure speculation on the applicant’s part that the registered office address was not reliable for this purpose. As such, the Tribunal does not accept the applicant’s reasons for not contacting the respondent prior to making the application. In accordance with 10.4.1 of the Company Names Tribunal: Practice Direction 2014, an award of costs will therefore not be made in this case.

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 14 January 2025

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. ↩