Decision

Decision on Gilt Moth Tattoo Ltd

Updated 14 June 2022

Order under the Companies Act 2006

In the matter of application No. 3610

For a change of company name of registration No. 13557978

Decision

The company name GILT MOTH TATTOO LTD has been registered since 10 August 2021 under number 13557978.

By an application filed on 23 August 2021, MELISSA SZETO HERNANDEZ 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 18 October 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 18 October 2021, the Tribunal wrote to Terence Sherman to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Terence Sherman in relation to this request. On 7 January 2022, Terence Sherman was joined as a co-respondent. On 7 January 2022, 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) GILT MOTH TATTOO LTD shall change its name within one month of the date of this order to one that is not an offending name;^{[footnote 1]}

(b) GILT MOTH TATTOO LTD and Terence Sherman 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. of Form CNA1: “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. As per point 5 above, no contact details are publicly available so I have been unable to make contact with the company, nor have I been contacted by this person.

In response to question 5. of form CNA1: “…Indicate here which (if any) officers of the company you wish to join to the proceedings ……… Please advise of the office held by each person named, and their address(es) if in the UK” the applicant states:

Terence Sherman (Secretary) Address not known (correspondence address according to Companies House is 19 Greenwich South Street, London United Kingdon, SE10 8NW, however this is my own business address, to which this person – who is not known to me - does not have access).

In addition, in response to question 16. of Form CNA1: “Please provide any other relevant information you may have that you consider relevant to this application” the applicant states:

I would be happy to provide further evidence supporting these claims should the tribunal require it – including a copy of our lease agreement for 19 Greenwich South Street to prove that I am the legal tenant of that premises.

Given the respondent’s registered office address is the applicant’s trading address and the fact that the respondent has played no part in these proceedings, the applicant’s decision not to contact the primary respondent before filing its application was not, in my view, unreasonable and ought not to prevent it from being awarded costs.

MELISSA SZETO HERNANDEZ having been successful, is entitled to a contribution towards her costs. I order GILT MOTH TATTOO LTD and Terence Sherman to pay MELISSA SZETO HERNANDEZ costs on the following basis:

Fee for application: £400
Statement of case: £200

Total: £600

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 16 February 2022

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. ↩