Decision

Decision on Day 2 Day Traders Ltd

Published 27 July 2018

Order under the Companies Act 2006 (‘the Act’)

In the matter of application No. 1733.

For a change of company name of registration No. SC560089.

Decision

On 15 April 2015, this tribunal ordered company number SC476403, Nisa Day Today Limited and Mrs Tasneem Javed (as co-respondent), to change the company name to a non-offending name, failing which the tribunal would determine a new company name to a non-offending name, failing which it indicated that a new company name under 73(4) of the Act and give notice of that change under section 73(5) of the Act (BL-O-331/17 refers).

On month was allowed for the name to be changed or an appeal against the order to change the name be lodged and a costs award to the applicant was made for £800. Since the name was not changed in the period allowed and no appeal lodged. On 1 June 2015 a ‘Notice of change of company name’ was issued and, under the provisions of section 73(6) of the Act, the name was changed to SC476403 Limited.

On 20 March 2017, company number SC560089 DAY 2 DAY TRADERS LTD was registered and lists Mrs Tasneem Javed as its sole director.

On 10 April 2018, Today’s Wholesale Services Limited applied for a change of name of company number SC560089 under the provisions of section 69(1) of the Act. In its application the applicant stated:

‘…the company’s listed director, Mrs Javed, is a former director of the dissolved company no. SC476403 Nisa Day Today Ltd. The dissolved company was the subject of a prior application before the Company Names Tribunal (no. 886), also by Today’s Wholesales Services Limited, which was undefended. A copy of the relevant decision, no. O-177-15 of 15 April 2015, is attached…

Attached at Annex 6 is a print from an internet search relating to Day 2 Day Traders Ltd which indicates the company to be a retail/delicatessen business.

It is apparent from the information available that the Respondent’s interests under the DAY 2 DAY TRADERS LTD name are in the field of retail of food and beverages. It is therefore apparent that the company’s interests under the name are identical to those for which the Applicant has developed a goodwill and reputation in relation to the name DAY TODAY.

The use of the DAY 2 DAY name by the respondent(s), whether on its own or in connection with any other element, will therefore damage the repute of the Applicant and harm its business.

Bearing in mind the prior action before the Tribunal concerning application no. 886 there is also no reason for the Respondent’s use of the name DAY 2 DAY in its company name other than to take advantage of the Applicant’s renown and goodwill. The registration is also in violation of the Order of 15 April 2015’

In an official letter dated 17 May 2018, the Tribunal wrote to Day 2 Day Traders Ltd (which is the same address as SC476403 and that listed for Mrs Javed) as follows:

‘Dear Sirs,

Company No. SC560089 – DAY 2 DAY TRADERS LTD

Please find enclosed a copy of a form CAN 1 filed against the company name incorporated on 10 March 2017 of which you are the sole director.

More specifically, in response to question 16 the applicant claims that the above mentioned company offends an Order issued on 15 April 2015 in relation to Nisa Day Today Limited (company No. SC476403). In that Order the Adjudicator ordered that the name of that company be changed to a non-offending name, it was stated:

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.

It is the Tribunal’s preliminary view that the original Order has been breached and the name of company No. SC560089 is an offending name, because it includes reference to DAY 2 DAY, which is essentially the same as one of the names relied upon by Today’s Wholesale Services in the earlier proceedings.

You are allowed 14 days from the date of this letter to comment upon the above, that is, on or 31 May 2018 . Any comments you choose to make should be copied to Haseltine Lake LLP, the applicant’s representatives, who is then allowed a period of 14 days from the date that it receives a copy of any submissions you make to provide submissions of its own. The Adjudicator will review any submissions filed and will indicate to the parties how the Tribunal intends to proceed.

If nothing is received from you in the period allowed, the Adjudicator will issue a further Order directing that the name of company No. SC560089 be changed to a non-offending name, failing which, the Adjudicator will determine a new company name under 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

No response has been received by the time allocated or prior to the issuing of this order. Therefore, I make the following order:

(a) DAY 2 DAY TRADERS LTD shall change its name within one month of the date of this order to one that is not an offending name;

(b) DAY 2 DAY TRADERS LTD and Tasneem Javed shall:

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

(ii) Not cause of permit any steps to be taken calculated to result in another company being registered with a name that is an offending name ^{[footnote 1]}.

In accordance with section 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.

Today’s Wholesale Services, having been successful, is entitled to a contribution towards its costs. I order DAY 2 DAY TRADERS LTD and Mrs Tasneem Javed, being jointly and severally liable, to pay £800 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 19 July 2018

Mark King
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. ↩