Decision

Decision on Nio Cars UK Ltd

Published 18 June 2024

Order under the Companies Act 2006

In the matter of application No. 4671

For a change of company name of registration No. 13690193

Decision

The company name NIO CARS UK LTD has been registered since 19 October 2021 under number 13690193.

By an application filed on 30 January 2024, NIO HOLDING CO., LTD 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 12 February 2024, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. On 12 February 2024, the Tribunal wrote to Harley Peter Masters to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Harley Peter Masters in relation to this request. On 22 March 2024, Harley Peter Masters was joined as a co-respondent. On 22 March 2024, 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. In response, in an email dated 25 March 2024 the respondent confirmed receipt of tribunal correspondence and queried the process. No request for a hearing was made.

On 30 March 2024, a change of name for company no. 13690193 was recorded on Companies House register from NIO CARS UK LTD to NIOCARSWONTSUCCEED LTD. On 30 April 2024, the parties were advised that NIO CARS UK LTD had changed its name to NIOCARSWONTSUCCEED LTD and that the Tribunal was minded to close the case. The parties were granted a period of two weeks to state whether they agreed to the case being closed with an award of costs being made to the applicant. The parties were granted a period of two weeks to request a hearing in relation to this matter, if they so wished. No request for a hearing was made.

It was subsequently noted that the applicant had contacted the Tribunal by email dated 26 April 2024, to advise that they had been notified by the respondent that it had changed its name to NIOCARSWONTSUCCEED LTD. The applicant expressed its continuing objection to the new name NIOCARSWONTSUCCEED LTD stating: “The new name is not only an offending name, notably for the reasons discussed in Paragraph 13 of the Complaint filed on 30 January 2024 (‘the Complaint’) and re-attached for ease of reference, but clearly shows the Co-Respondent’s bad faith in this matter. The Applicant respectfully submits the following points:

• The new name includes the company name NIO and the trade mark for NIO, which are names associated with the Applicant and in which the Applicant owns substantial goodwill. This element is highly distinctive
• The term CARS refers to the parties’ identical activities, the Respondent’s nature of business being “Sale of new cars and light motor vehicles” whereas the Applicant has developed goodwill and reputation in the name NIO notably in relation to “electric vehicles; retail services for electric vehicles and motor vehicles and vehicle accessories, etc.” (please see Paragraph 12 of the Complaint)
• The element ‘WONTSUCCEED” is a reference to the current proceedings before the Company Names Tribunal
• The Co-Respondent has no connection to the Applicant, has no rights or legitimate interest in any NIO brand as discussed in Paragraph 16 of the Complaint. Rather than adopting a name which has no connection with the Applicant and does not use the element NIO, the Co-Respondent deliberately decided to adopt a provocative and offensive name which clearly shows his bad intentions in this matter. Using this name will be detrimental to the reputation of the Applicant”

On 22 May 2024, the Tribunal wrote to the parties and referred to its letters of 22 March 2024 and 30 April 2024 and acknowledged the applicant’s continuing objections in respect of the new company name NIOCARSWONTSUCCEED LTD in their email dated 26 April 2024. The parties were advised that in the absence of a defence having been filed and there having been no request for a hearing, the application would now be referred to the adjudicator to consider making an order under section 73(1).

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) NIOCARSWONTSUCCEED 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) NIOCARSWONTSUCCEED LTD and Harley Peter Masters 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.

NIO HOLDING CO., LTD, having been successful, is entitled to a contribution towards its costs. I order NIOCARSWONTSUCCEED LTD and Harley Peter Masters, being jointly and severally liable, to pay NIO HOLDING CO., LTD 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 14 June 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. ↩