Decision

Decision: TCL (GFH Capital 1 HC) Ltd

Updated 22 March 2024

Order under the Companies Act 2006

In the matter of application No. 4298

For a change of company name of registration No. 08839743

Decision

The company name TCL (GFH CAPITAL 1 HC) LTD has been registered since 16 September 2022 under number 08839743.  Prior to this, the company was called HOTEL COVE LIMITED incorporated on 10 January 2014.

By an application filed on 18 April 2023, GFH FINANCIAL GROUP BSC AND GFH RE PARTNERS 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 17 May 2023, 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.  It was returned “refused”.  On 24 July 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.  No request for a hearing was made. 

On 26 September 2023, a First Gazette notice for compulsory strike-off was recorded on the Companies House register, therefore the Tribunal wrote to the parties stating that the application was potentially without object and proposing the suspension of the application.  The parties were granted a period of 14 days to state whether they agreed to the proposed suspension.  In response, on 6 October 2023, the applicant notified that the register showed the compulsory strike-off action had been suspended.  The applicant also advised that they would object to any continued suspension due to their concerns about the reason the company had changed its name and also because any associated damage to the applicant by the company’s use of the current name could not be undone if the application were suspended.  No response was received from the respondent.  On 11 October 2023, following a review of the file and the applicant’s response, the Tribunal wrote to the parties to advise the adjudictor’s preliminary view was that the proceedings should continue.  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) TCL (GFH CAPITAL 1 HC) 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) TCL (GFH CAPITAL 1 HC) LTD 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 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. The companies are associated with Mr. David Haigh, with whom the applicant has previously been involved in litigation.

At paragraph 6 of its Form CNA1, (“Are there any court proceedings? if so provide details here”), the applicant states:

“GFH Capital Limited v David Haigh & Ors, Claim No. CL-2017-000058.”

In response to question 16 on the Form CNA 1 (“Please provide any other relevant information you may have that you consider relevant to this application”), the applicant states:

“The respondent company is associated with Mr. David Haigh, in respect of whom GFH RE Partners Ltd (formerly GFH Capital Limited) has been in litigation. The applicants consider that the change of name of the respondent company is vexatious and designed to cause harm to the applicants and their associated entities.

The applicants note that there presently appear to be no current officers of the respondent company, that its accounts and confirmation statement are significantly overdue, and that there is an active proposal to strike it off which appears presently to be suspended.”

On 11 September 2023, the adjudicator issued a preliminary view that no award of costs will be made as the applicant did not contact the respondent prior to making the application as per 10.4.1 of the Company Names Tribunal: Practice direction.  It was noted that whilst the tribunal accepts that the respondent company is associated with Mr. David Haigh, (the respondent’s former director), with whom the applicant has previously been involved in litigation, the tribunal considers that involvement in legal proceedings does not preclude the requirement for the applicant to provide the respondent with notice prior to making the application.  It is also noted that the applicant has not requested that Mr Haigh be joined to these proceedings. As such, the Tribunal does not accept the applicant’s reasons for not contacting the respondent prior to making the application.  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. 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 14 November 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.  ↩