Decision

Decision on UK Red Bull Vitamin Beverage Co., Limited

Updated 24 November 2022

Order under the Companies Act 2006

In the matter of application No. 3860

For a change of company name of registration No. 13132572

Decision

The company name UK RED BULL VITAMIN BEVERAGE CO., LIMITED has been registered since 13 January 2021 under number 13132572.

By an application filed on 22 April 2022, 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 19 May 2022, 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. It was returned “addressee gone away”. On 19 May 2022, the Tribunal wrote to Manshan Cao to inform him that the applicant had requested that he be joined to the proceedings. No comments were received from Manshan Cao in relation to this request. On 27 July 2022, Manshan Cao was joined as a co-respondent. On 27 July 2022, 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) UK RED BULL VITAMIN BEVERAGE CO., 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) UK RED BULL VITAMIN BEVERAGE CO., LIMITED and Manshan Cao 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 one pending Company Names Tribunal action against GERMANY RED BULL POTASH GROUP CHEMICAL CO.,LTD (company no. 13729841) which shares the registered details of this company…

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

The subject of this application, UK RED BULL VITAMIN BEVERAGE CO., LIMITED (“the Company”) has a name very similar to the following defendants in the first action above:

• UK RED BULL VITAMIN FUNCTIONAL BEVERAGE CO., LTD
• UK RED BULL BEVERAGE SHARES CO., LTD
• UK RED BULL VITAMIN BEVERAGE INDUSTRIES LIMITED
• UK RED BULL TUOXIAOLIU BEVERAGE CO., LTD
• UK RED BULL VITAMIN DRINKS LTD

The Company also has a name very similar to the following defendants in the second action above:

• UK INTERNATIONAL REDBULL BEVERAGE CO., LTD
• UK RED BULL VITAMIN DRINK CO., LTD
• UK RED BULL VITAMIN FUNCTION BEVERAGE LTD

In addition, in the first action above, one of the 33 companies which Mr Justice Barling found against had an effectively identical name (UK RED BULL VITAMIN BEVERAGE COMPANY LIMITED)….So this is effectively a repeat of that incorporation and, we submit, a clear additional abuse of the UK incorporation system…..

….It should also be noted that the registered address used by the Company is identical to the address used by GERMANY RED BULL POTASH GROUP CHEMICAL CO., LTD (company No. 13729841) of which Red Bull has an action pending in the Company Names Tribunal. This follows the same pattern of using the same registered address as numerous other companies in the proceedings mentioned above.

Since those two court actions concluded, RED BULL BEVERAGE CO., LTD (Company no. 13184101) was incorporated on 8 February 2021. Red Bull filed an application to the Companies Name Tribunal concerning the company and the complaint concluded with an order on 18 November 2021 by the company names adjudicator against the company, ordering it to change the company name to remove any reference to Red Bull.

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 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 looks like another “rental” mailbox and is likely to have no ability to handle corporate communications (as in the other cases).

Further, this looks like another one in the latest string of fraudulent incorporations mentioned above. Another company was previously incorporated with the virtually identical company name, which was eventually struck off, and the registered address of the company is the same as another company Red Bull has initiated an action against, despite the very recent orders issued by Companies House. This clearly shows that any correspondence sent to Manshan Cao will be ignored and disregarded (much like the recent orders issued by the Tribunal).

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 documentation, there is nothing to indicate that correspondence sent to the respondent’s registered office would not be collected or forwarded to the respondent and that any mail forwarding service at the address “is likely to have no ability to handle corporate communications”. 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.

I order UK RED BULL VITAMIN BEVERAGE CO., LIMITED and Manshan Cao, 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 9 September 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. ↩