Decision

Decision on Mayotrade Ltd

Updated 30 June 2023

Order under the Companies Act 2006

In the matter of application No. 4123

For a change of company name of registration No. 14054140

Decision

The company name MAYOTRADE LTD has been registered since 19 April 2022 under number 14054140.

By an application filed on 9 December 2022, MAYO CLINIC HEALTHCARE, MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MAYO CLINIC 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 6 January 2023, 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 6 January 2023, the Tribunal wrote to Jeff Hamilton to inform him that the applicant had requested that he be joined to the proceedings. The letters sent to Jeff Hamilton by Royal Mail “Signed For” service and by standard mail were returned “refused”. No comments were received from Jeff Hamilton in relation to this request. On 22 March 2023, Jeff Hamilton was joined as a co-respondent. On 22 March 2023, 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. The letter sent to the co-respondent by standard mail was returned “not known at this address”. 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) MAYOTRADE 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) MAYOTRADE LTD and Jeff Hamilton 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 on the 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. the company cannot be contacted for the reasons explained in section 13.

At section 13 of its form CNA1, the applicant states:

The first applicant became aware of Mayotrade Ltd (the “Subject Company”) when it began receiving post addressed to Mayotrade Ltd at the first applicant’s address (at 15 Portland Place, Marylebone, London W1B 1PT, …).

The first applicant made enquiries and discovered that the subject company was registered at Companies House with its registered office at the first applicant’s address. The first applicant is the sole occupier of the address at 15 Portland Place, London W1B 1PT and has been at all relevant times.

Mayotrade Ltd or the persons behind it did not seek the first applicant’s permission to register the subject company at the first applicant’s address and the first applicant had never had any communications from any persons connected with the subject Company(apart from receiving post addressed to the subject company at the applicant’s address).

The applicant’s sought to contact the subject company through the person named as its sole director, Jeff Hamilton. However, having made enquiries, the applicants learnt that the address indicated in Companies House as the director’s address (169 Southwood Lane, London N6 5TA) is in fact the address of a newsagent with no connection to any person by the name of Jeff Hamilton.

Given the respondent’s registered office address is the first applicant’s 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.

MAYO CLINIC HEALTHCARE, MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MAYO CLINIC having been successful, is entitled to a contribution towards its costs. I order MAYOTRADE LTD and Jeff Hamilton, being jointly and severally liable, to pay MAYO CLINIC HEALTHCARE, MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND MAYO CLINIC 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 27 April 2023

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. ↩