Decision

Decision on Red Bull Beverage Co., Ltd

Updated 11 January 2022

Order under the Companies Act 2006

In the matter of application No. 3428

For a change of company name of registration No. 13184101

Decision

The company name RED BULL BEVERAGE CO., LTD has been registered since 8 February 2021 under number 13184101.

By an application filed on 10 March 2021, 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 25 May 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. The letter sent to the primary respondent by Royal Mail “Signed For” service was returned “RTS” and the letter sent by standard mail was also returned. On 25 May 2021, the Tribunal wrote to Zhonglan Peng to inform her that the applicant had requested that she be joined to the proceedings. The letter sent to Zhonglan Peng by Royal Mail “Signed For” service was returned “RTS” and the letter sent by standard mail was also returned. No comments were received from Zhonglan Peng in relation to this request. On 20 October 2021, Zhonglan Peng was joined as a co-respondent. On 20 October 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 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) RED BULL BEVERAGE CO., 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) RED BULL BEVERAGE CO., LTD and Zhonglan Peng 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.

RED BULL GMBH 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. It seems inevitable that writing to the Company will simply waste costs. The registered address of the Company is a rental mailbox and is likely to have no ability to handle corporate communications. Please refer to Annex 1 which evidences this. Further, the correspondence address provided for Zhonglan Peng (the sole director and shareholder of the Company) is also for the same rental mailbox. Companies House notes that Zhonglan Peng is a Chinese national, resident in China (please refer to Annex 2). It therefore seems unlikely that any correspondence sent to Zhonglan Peng at her listed correspondence address will be received”.

Attached to the CNA1 is Annex 1, a copy of the landing page of the provider of rented mailboxes at the address which is recorded as the primary respondent’s registered office and the co-respondent’s correspondence address, and Annex 2, a copy of Companies House information relating to Red Bull Beverage Co., Ltd.

The Tribunal notes that the applicant decided not to attempt to contact the respondent because it did not expect to receive a response. However, in the applicant’s accompanying documentation, there is nothing to indicate that the letter would not have been forwarded to the respondent or that the mail forwarding service has no “ability to handle corporate communications” (on the contrary, the service specifies that mail can be forwarded worldwide and it is advertised as a virtual office offering both personal and business mailboxes). In the circumstances, it is pure speculation on the applicant’s part that giving notice would have been a waste of costs. As such, the Tribunal does not accept the applicant’s reasons for not contacting the respondent prior to making the application. In accordance with 10.4.1 of the Company Names Tribunal: Practice Direction 2014, an award of costs will therefore not be made in this case.

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 18 November 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. ↩