Decision

Decision on Imperial College London for Higher Learning Ltd

Published 23 October 2024

Order under the Companies Act 2006

In the matter of application No. 4846

For a change of company name of registration No. 15072311

Decision

The company name IMPERIAL COLLEGE LONDON FOR HIGHER LEARNING LTD has been registered since 15 August 2023 under number 15072311.

By an application filed on 30 April 2024, IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act). Before making the application, the applicant had forewarned the company on 5 January 2024 of the request to change its name.

On 16 May 2024, a copy of this application was sent to the primary respondent’s registered office, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The letter stated that to defend, the respondent would need to complete form CNA 2 (notice of defence)i and return it within one month. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. Also on 16 May 2024, the Tribunal wrote to Amira Frghali Ahmed Farghali to inform her that the applicant had requested that she be joined to the proceedings.

It was subsequently noted that the correspondence dated 16 May 2024 contained a clerical error and as such, the letters were re-issued and on 25 June 2024 again by Royal Mail “Special Delivery” service and also by standard mail. Both sets of correspondence were again returned.

On 15 August 2024, the parties were advised that since no defence had been received to the application, the adjudicator may treat the application as not being opposed; on the same date, since no comments were received from Amira Frghali Ahmed Farghali, she was joined as a co-respondent. 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) IMPERIAL COLLEGE LONDON FOR HIGHER LEARNING 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) IMPERIAL COLLEGE LONDON FOR HIGHER LEARNING LTD and Amira Frghali Ahmed Farghali 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.

IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY AND MEDICINE is entitled to a contribution towards its costs in bringing this application.. The standard costs awarded in such circumstances are these:

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

However, the applicant’s Form CNA1 highlighted two previous instances where the applicant has brought name change applications against companies incorporated by Ms Farghali, featuring the words “Imperial College London”, which resulted in two previous orders for name changes and costs (which it enclosed). The Orders prohibited the incorporation of companies featuring the offending name. The Orders appear to have been breached and the applicant requested that these circumstances be taken into account in determining costs in the present proceedings.

The Company Names Tribunal practice direction states as follows:

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).

In view of the persistent incorporations of companies with offending names and the consequent expense and effort to which the applicant has been put, the tribunal considers it warranted to apply off-scale costs in the amount of £800

Total: £1600

This sum of £1600 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 15 October 2024

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. ↩