Decision

Decision on Germany Redbull Potassium Group Co Limited

Updated 27 May 2021

Order under the Companies Act 2006

In the matter of application No. 3200

For a change of company name of registration No. 12618827

Decision

The company name Germany Redbull Potassium Group Co. Limited has been registered since 22 May 2020 under number 12618827.

By an application filed on 17 June 2020, 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 27 July 2020, 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 27 July 2020, the Tribunal wrote to UK Jiecheng Business Limited and Debin Li to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from UK Jiecheng Business Limited and Debin Li in relation to this request. On 12 January 2021, UK Jiecheng Business Limited and Debin Li were joined as co-respondents. On 12 January 2021, 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 three 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 Redbull Potassium Group Co. 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 Redbull Potassium Group Co. Limited UK Jiecheng Business Limited and Debin Li 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.

Relevant to the applicant’s request for costs, at paragraph 6 of its Form CNA1, it states:

..…Germany Redbull Potassium Group Co., Limited (the “Company”) is related to multiple defendants that have previously been involved with Red Bull GmbH (the “Applicant”) in two separate High Court proceedings in 2018.

UK Xileo Shares Limited (previous name UK Red Bull Shares Limited), (a Defendant in the first set of proceedings) …, has the same registered company address as the Company and its secretary, UK Jiecheng Business Limited. …This address is also the same registered company address of several defendants in the second set of proceedings.

These proceedings involved the use of the Applicant’s registered trade marks for Red Bull (or similar) within at least 15 company names. The court ordered the change of all company names of each of the corporate defendants.

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 states:

No. Due to the fact there is a clear connection between the Company and those other 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 judgement 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 are Orders of the High Court of Justice dated 22 February 2018 and 20 September 2018. In the first set of proceedings, one of the named defendants was company no. 10917656 which, at the time of the Order, was called UK Red Bull Shares Limited. Following the Order, it is now called UK Xileo Shares Limited. The applicant notes that this company is registered at the same address as both the primary and the first co-respondent in these proceedings (i.e. the respondent’s secretary, UK Jiecheng Business Limited). Additional prints from Companies House show that the second co-respondent in these proceedings and several of the defendants in the second set of High Court proceedings have the same address. I 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 previous litigation, the identical addresses involved, 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 Redbull Potassium Group Co. Limited, UK Jiecheng Business Limited and Debin Li, 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 may be suspended.

Dated 22 March 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. ↩