Decision

Decision on CPAM-UK (Cricket Player’s Association of Moulvibazar Limited)

Updated 15 February 2022

Order under the Companies Act 2006

In the matter of application No. 3517

For a change of company name of registration No. 12419268

Decision

The company name CPAM-UK (CRICKET PLAYERS OF MOULVIBAZAR) LIMITED has been registered since 22 January 2020 under number 12419268 (“the primary respondent”).

By an application filed on 25 May 2021, CPAM UK (CRICKET PLAYER’S ASSOCIATION OF MOULVIBAZAR, UNITED KINGDOM) (“the applicant”) 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 1 July 2021, 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 1 July 2021, the Tribunal wrote to Imdadur Rahman, the primary respondent’s director, to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Imdadur Rahman in relation to this request. On 30 July 2021 the primary respondent contacted the Tribunal and requested additional time in which to respond to the application and stated:

“i haven’t recived any communication or they didnt allow me enough time to negotiate or respond to there claim. The date they mentioned in there claim is wrong and i never recived any communication from them about the name change”.(sic)

The primary respondent also advised it would send to the Tribunal a communication it had received from Companies House stating its company name is not “matched” to any other company. On 4 August 2021, the Tribunal replied to the primary respondent advising of the requirement to file a CNA5 form and fee to request an extension of time and noting the comments made regarding the pre-action notice. The Tribunal also reminded the primary respondent that should it wish to file a defence it should file Form CNA2 together with a form CNA5 as the filing date had now passed. Subsequently, no request for an extension of time was made, neither was a defence filed and the Tribunal received no further communication or correspondence.

On 8 November 2021, Imdadur Rahman was joined as a co-respondent. On the same day 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 one 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) CPAM-UK (CRICKET PLAYERS OF MOULVIBAZAR) 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) CPAM-UK (CRICKET PLAYERS OF MOULVIBAZAR) LIMITED and Imdadur Rahman 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.

In the matter of costs, CPAM UK (CRICKET PLAYERS ASSOCIATION OF MOULVIBAZAR, UNITED KINGDOM) having been successful, are entitled to a contribution towards their costs. They have asked for costs above the usual scale “due to the refusal of the company and/or its director to resolve matters amicably and the blatant dishonesty in the company director’s actions”. For his part, the primary respondent has indicated in his email dated 30 July 2021 that he did not receive the pre-action notice letter from the applicant. In this connection, Section 10.4 of the Company Names Tribunal: practice direction states:

“10.4.1 If an application is undefended, an award of costs is likely to be made against the respondent, provided a request for costs has been made by the applicant and pre-action enquiries have been made, and provided the application succeeds. It should be noted, however, that the adjudicator will not normally award costs to the applicant if the respondent, whilst not defending the application, nevertheless satisfies the tribunal that it did not receive any notice, or did not receive adequate notice, that the application would be made. The adjudicator will, likewise, normally not award costs if the applicant indicates in box 7 of the application form (CNA1) that it did not contact the company prior to making the application.

10.4.2 If there is no indication (or there is inadequate indication) on the application form as to whether reasonable pre-action contact was made, the adjudicator may request information from the applicant prior to considering whether an award of costs is appropriate.”

The applicant has stated in its CNA1 that it warned the respondent on 5 February 2020 when it served Mr Rhaman a show cause notice (which he did not respond to) and made other attempts to talk to Mr Rhaman about the matter. Further, in his email of 30 July 2021 Mr Rhaman stated:

“As we discussed over the phone i haven’t recived any communication or they didnt allow me enough time to negotiate or respond to there claim . The date they mentioned in there claim is wrong and i never recived any communication from them about the name change.”

It is not clear therefore whether the correspondence was not received or whether Mr Rhaman felt he did not have enough time to respond. Further, having requested the Tribunal more time to defend his registration, he not file any defence and did not respond to the Tribunal’s communication of 1 July 2021, all of which indicates a pattern of behaviour whereby Mr Rhaman has failed to respond to correspondence he has clearly received. On that basis I am satisfied that the indication of the application form is adequate to establish that pre-action contacts were made.

With regards the applicant’s request for an award of costs above the scale, it was evident that the applicant has attempted to resolve these matters with the respondent over a period of time. However, the respondent’s failure to respond to the applicant and/or to engage in negotiations does not justify an award of costs off the scale. In this connection, Section 10.5 of the Company Names Tribunal: practice direction states:

10.5.1 There are exceptions to the practice of awarding costs from the scale, such as unreasonable behaviour. In particular, it should be noted that the adjudicator expects that a prospective applicant will have sent the respondent a letter before action and properly considered any response prior to filing an application to the tribunal. If an application is unsuccessful because the respondent shows a valid defence under section 69(4) of the Act (such as that it is conducting a legitimate business under the company name) which should have been obvious to the applicant if reasonable pre-action enquiries had been made, the adjudicator will be willing to consider a request from the respondent for an award of costs above the usual scale. Such an award would be made in order to compensate the respondent for the unreasonable behaviour of the applicant; that is, by making an unrealistic application which the respondent has been put to the burden of defending.

10.5.2 If it becomes apparent that a particular party is persistently causing successful applications to be made to the tribunal, the adjudicator will be willing to consider requests for an award of costs off the scale to the applicant(s).

10.5.3 The adjudicator may award costs off the scale, approaching full compensation, to deal proportionately with wide breaches of rules, delaying tactics or other unreasonable behaviour. Any claim for costs approaching full compensation will need to be supported by a bill itemising the actual costs incurred.”

I am satisfied that the respondent’s failure to defend its registration does not amount, without anything more, to unreasonable behaviour. Hence, I consider that it is appropriate to award costs to the applicant from the scale.

I order CPAM-UK (CRICKET PLAYERS OF MOULVIBAZAR) LIMITED and Imdadur Rahman, being jointly and severally liable, to pay CPAM UK (CRICKET PLAYER’S ASSOCIATION OF MOULVIBAZAR, UNITED KINGDOM) 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 9 December 2021

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. ↩