Decision

Decision on Sony/ATV Publishing UK Limited

Updated 14 June 2022

Order under the Companies Act 2006

In the matter of application No. 3547

For a change of company name of registration No. 13182902

Decision

The company name SONY/ATV PUBLISHING UK LIMITED has been registered since 5 February 2021 under number 13182902.

By an application filed on 30 June 2021, SONY/ATV MUSIC PUBLISHING (UK) LIMITED 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 July 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. On 20 August 2021, in their email, the applicant requested that Karolina Losko (the primary respondent’s director) be joined to the proceedings. On 2 September 2021, the Tribunal wrote to Karolina Losko, to join her to the proceedings. The letter sent to Karolina Losko by Royal Mail “Signed For” service was returned “addressee gone away”. On 2 September 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. The letter sent to the primary respondent by Royal Mail “Signed For” service was returned “addressee gone away”. No request for a hearing was made.

In response, the applicant in their email dated 8 September 2021, referred to the request made to the applicant that it must copy all correspondence to the co-respondent within 14 days of the date of the letter stating:

……as Ms. Losko incorporated the Company (‘the Respondent’) using the Applicant’s previous office address (as a result of which, the Applicant has been receiving the papers in relation to the current proceedings sent by the Tribunal to the Respondent) and there is no alternative address or means of communication to contact Ms. Losko as far as the applicant is aware, the applicant is unable to comply with this request unless there is an alternative address or means of communication for Ms. Losko that the Tribunal is able to provide. Consequently, the Applicant would like to record with the Tribunal the difficulty to comply with the abovementioned request.

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) SONY/ATV PUBLISHING UK 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) SONY/ATV PUBLISHING UK LIMITED 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.

The applicant is requesting its costs. In response to question 7. of 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. This was due to the fact that the Company was incorporated using the Applicant’s old company address, so letters from third parties have been redirected to the Applicant (please see Annex K and further details below). The Applicant has taken active steps writing to these third parties clarifying there is no connection between the Applicant and the Company please see Annex M.

Attached to the Form CNA1 is Annex K which is a copy of correspondence from Companies House and other third parties sent to the respondent which have been redirected to the applicant and Annex M includes an email to HRMC and a letter to a third party company clarifying there is no connection between the applicant and respondent company. Also attached to the Form CNA1 is Annex J detailing the change of address for the applicant in December 2007 to 30 Golden Square, London W1F 9LD (the respondents registered office address is 25-31, Hardy House, Golden Square, Socho, London W1F 9LD) and the applicant’s subsequent change of address in July 2020 to 22 Berners Street, London W1T 3LP.

Also relevant to the matter of costs is the applicant’s response to question 16 of Form CNA1: “Please provide any other relevant information you may have that you consider relevant to this application”. The applicant states:

Given the company has been incorporated using the applicant’s previous address and that correspondence from third parties have been redirected to the Applicant as a result …, the Applicant forsees there may be a possibility that the present Application may also be redirected to the Applicant. As such, the Applicant respectively requests that the Tribunal bears this in mind and to correspond with the Company via an alternative means or address, if the Tribunal has such an alternative available.

Given the re-direction of the respondent’s correspondence to the applicant from various third parties, including from the Tribunal, the similarity of the addresses 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.

As SONY/ATV MUSIC PUBLISHING (UK) LIMITED has been successful, it is entitled to a contribution towards its costs. I order SONY/ATV PUBLISHING UK LIMITED, to pay SONY/ATV MUSIC PUBLISHING (UK) LIMITED 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 8 February 2022

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. ↩