Decision

Decision on Germany Red Bull Int'l Industrial Group Holdings Limited

Updated 25 November 2020

Order under the Companies Act 2006

In the matter of application No. 3089

For a change of company name of registration No. 12275449

Decision

The company name GERMANY RED BULL INT’L INDUSTRIAL GROUP HOLDINGS LIMITED has been registered since 22 October 2019 under number 12275449.

By an application filed on 6 December 2019, Red Bull GmbH 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 20 December 2019, 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 20 December 2019, the Tribunal wrote to UK Yirenjiaren Biz Centre Limited and Guixia Fu to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from UK Yirenjiaren Biz Centre Limited and Guixia Fu in relation to this request. On 12 March 2020, UK Yirenjiaren Biz Centre Limited and Guixia Fu were joined as co-respondents. On 12 March 2020, 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) GERMANY RED BULL INT’L INDUSTRIAL GROUP HOLDINGS 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) GERMANY RED BULL INT’L INDUSTRIAL GROUP HOLDINGS LIMITED, UK Yirenjiaren Biz Centre Limited and Guixia Fu each shall:

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

(ii) not to 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. It states:

Due to the fact there is a clear connection between the company and the two defendants, against whom the applicant has previously issued High Court proceedings, and such litigation was in relation to the same use of the sign RED BULL within company names, the applicant has not contacted the company in advance. Additionally, none of the defendants responded in anyway at all to our previous correspondence or court documents during the proceedings. In conclusion of the action, the Court therefore granted default judgements against the defendants.

We have assumed the same will occur again here in respect of the company and its sole director, since the facts follow a similar pattern. The applicant’s name has clearly been used by the company in bad faith.

Attached to the Form CNA1 is an Order of the High Court of Justice dated 20 September 2018 in which one of the named defendants was company no. 10908515 which, at the time of the Order, was called UK Real Bull Group Limited. Following the Order, it is now called UK 10908515 Group Limited. The applicant notes that this company is registered at the same address as the primary respondent in these proceedings and has the same secretary i.e. UK Yirenjiaren Biz Centre Limited. I also note that although the proceedings before the High Court were not defended, the High Court nonetheless made an award of costs against the various defendants. Given the identical addresses involved, the fact that one of the co-respondents in these proceedings was also the secretary of the company involved in the High Court proceedings and that the primary and co-respondents have also played no part in these proceedings, the applicant’s decision not to contact the primary and co-respondents before filing its application was not, in my view, unreasonable and ought not to prevent it from being awarded costs.

As Red Bull GmbH has been successful, it is entitled to a contribution towards its costs. I order GERMANY RED BULL INT’L INDUSTRIAL GROUP HOLDINGS LIMITED, UK Yirenjiaren Biz Centre Limited and Guixia Fu, being jointly and severally liable, to pay Red Bull GmbH 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.

Date 6 August 2020

Christopher Bowen
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. ↩