Decision

Decision on Red Bull E-Commerce Limited

Published 23 September 2024

Order under the Companies Act 2006

In the matter of application No. 4862

For a change of company name of registration No. 15619595

Decision

The company name RED BULL E-COMMERCE LIMITED has been registered since 5 April 2024 under number 15619595.

By an application filed on 10 May 2024, 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 29 May 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 29 May 2024, the Tribunal wrote to Dongpeng Wang to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Dongpeng Wang in relation to this request. On 3 June 2024, the Tribunal received an email from a third party as follows:

“Two companies (which I believe originate from China) have falsely used my home address as their company address. I have written to Companies House to raise the alarm and to ask them to investigate. I have heard nothing for months (I wrote again today to chase). Meanwhile, frustrated by the lack of progress, I decided to open correspondence from you sent to one of these companies, Red Bull E-Commerce Limited, and I can see that the established and original Red Bull Company are understandably challenging the use of the name ……….. I am not totally au fait with the legalities involved here, but I want to make it clear that these companies are fraudulently using our residential home address as a front for their companies. I would urge you therefore to take appropriate action and also to alert Companies House to the issue. Clearly, they have nothing to do with any of us who live here at ……… Certainly, the named company director, Dongpeng Chang has no claim whatsoever to this address!”

On 4 June 2024, Companies House changed the registered office address relating to the primary respondent and the co-respondent, to the Companies House default address.

On 11 June 2024, in an email to the Tribunal, the applicant stated:

“… The email from …… below is relevant to the CNT complaint filed by our client, Red Bull GmbH against this company. We are informed that you have now changed the registered office address in light of the fraud that he has brought to your attention in the email below. It goes without saying that this is clearly further evidence of the bad faith and fraudulent intent of those that incorporated this company. We trust this will be factored into the CNT’s considerations when ruling upon our client’s complaint. Our client is grateful to ……. for having brought this to our attention and it expresses its sympathies for his plight”.

On 16 August 2024, Dongpeng Wang was joined as a co-respondent. On 16 August 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. The letters sent to the primary respondent and to the co-respondent by Royal Mail “Special Delivery” were returned “addressee unknown”. 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 E-COMMERCE LIMITED 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 E-COMMERCE LIMITED and Dongpeng Wang 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.

Relevant to the applicant’s request for costs, at paragraph 6 of its Form CNA1, (“Are there any court proceedings? if so provide details here.”) it states:

“Not relating specifically to this company or this director. However, it is clear this incorporation is part of a pattern of incorporations in bad faith that have already been the subject of two concluded High Court actions and a number of other concluded Company Names Tribunal actions, as follows:

(1) Claim No. IL-2018-000006 was concluded with a court default order made by Mr Justice Barling on 20 February 2018 against 33 UK companies and their directors.

(2) Claim No. IL-2018-000116 concluded with a court default order by Chief Master Marsh on 19 September 2018 against 20 UK companies and their directors.

(3) Since those two court actions concluded, we have had to file Company Names Tribunal cases against the following (all concluded successfully with orders for the names to be changed):

[…]

The subject of this application, RED BULL E-COMMERCE LIMITED (“the Company”) mostly fits into this pattern given the inclusion of the identical mark “RED BULL”. The sole director is a Chinese national, using a UK domestic address, albeit not a name we have come across before. The sole shareholder is another Chinese national using the same UK domestic address, again likewise new to us. (The same address has been used for another company, Tianyuan E-Commerce Co., Ltd. Ltd, also with another named Chinese director and sole shareholder, whereas the reality appears to be that this address appears to be occupied by British nationals, namely a family called ..….., who are directors/shareholders of a company called ……Limited.

We submit it can reasonably be presumed that the Company was incorporated by those involved in the other so called “Red Bull” companies referred to above, or otherwise by someone closely connected with them. It is clearly the same pattern of behaviour”

In response to question 7 on the Form CNA 1 (“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. This is because to do so will simply waste costs. None of the defendants in any of the above proceedings or subsequent Company Names Tribunal actions defended the actions or responded to our correspondence or to court documents. Letters and served documents were frequently returned to us unopened or undelivered. Many of the addresses used were non-functioning (e.g were used by hundreds of thousands of companies and yet were merely a lock up garage). The registered address of the Company is likely to have no ability to handle corporate communications (as in the other cases)”.

The Tribunal accepts the applicant’s reason for not providing prior warning to the primary respondent. The email received from the third party indicates that the registered address for the respondent is incorrect and Companies House has now changed the registered address details relating to the respondent company and it’s director on the Companies House register. This strongly suggests that even if the applicant had served notice of its intentions to pursue tribunal proceedings, it would not have been received by the primary respondent. In the light of these circumstances and the applicant having been successful, it is entitled to a contribution towards its costs.

I order RED BULL E-COMMERCE LIMITED and Dongpeng Wang, being jointly and severally liable, to pay RED BULL GMBH 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 19 September 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. ↩