Decision

Decision on Vinci Holdings Limited

Updated 22 July 2022

Companies Act 2006

In the matter of application no. 3062 by Vinci UK Developments Limited and Vinci for a change of the company name of registration no. 12211186

Background, claims and defences

1. VINCI HOLDINGS LIMITED (hereafter ‘the respondent’) was incorporated on 17 September 2019.

2. On 5 November 2019, Vinci UK Developments Limited (hereafter ‘the first applicant’) and VINCI, a French Société Anonyme (‘the second applicant’) applied for an Order under section 69 of the Companies Act 2006 (‘the Act’) for the company name VINCI HOLDINGS LIMITED to be changed.

3. Section 69 of the Act states:

“(1) A person (“the applicant”) may object to a company’s registered name on the ground-

(a) that it is the same as a name associated with the applicant in which he has goodwill, or

(b) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The company concerned shall be the primary respondent to the application.

Any of its members or directors may be joined as respondents.

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show-

(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

(b) that the company-

(i) is operating under the name, or

(ii) is proposing to do so and has incurred substantial start-up costs in preparation, or

(iii) was formerly operating under the name and is now dormant; or

(c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business; or

(d) that the name was adopted in good faith; or

(e) that the interests of the applicant are not adversely affected to any significant extent.

If none of these is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection 4(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section ‘goodwill’ includes reputation of any description.”

4. The applicant states that the names associated with it are its former name ‘Vinci (Holdings) Limited’, in which goodwill will still rests and the name ‘Vinci’, which is distinctive and contained within the contested company name.

5. With regard to its goodwill or reputation under the name, it states:

“Vinci is a French concessions and construction company founded in 1899. It employs over 194,000 people and operates in more than 100 countries. It is the largest construction company in the world by revenue […]. The company has operated under the name VINCI internationally for 19 years and has registered several different companies under the VINCI house mark, including, in 2011, Vinci (Holdings) Limited.

Whilst this company is now known as Vinci UK Developments Limited, the Applicant considers that there will be residual goodwill in the name Vinci (Holdings) Limited and additionally the name VINCI continues to be used consistently in the UK by the Applicant in relation to construction, site development and facilities management services.

Due to the length of time the trade mark VINCI has been used in the UK and internationally and the consistent and continuous use of the name VINCI in company names belonging to or associated with the Applicant, the trade mark and company names have acquired a significant goodwill and reputation.”

6. The applicant claims that its goodwill and reputation reside in the field of construction, site development and facilities management.

7. The applicant claims that:

…As the categories of interest and nature of business of Vinci Holdings Limited are identical to those of the Applicants, there is a strong risk that use of the distinctive name VINCI will lead to confusion and/or association between the parties in the market place.

8. The applicants wrote to the respondent on 3 October 2019 and advised that unless the respondent changed its company name it would begin legal proceedings.

9. The respondent filed a counterstatement (form CNA2) in which it relies on all of the defences listed under section 69(4) of the Act. It submits:

Vinci is a Latin word most commonly associated with phrases such as Veni, Vidi, Vici. Vici meaning I conquered. There are a number of companies that use the word Vinci (many also refer to Leonardo da Vinci in their title). Vinci (Holdings) Limited was available as a company name since the previous incarnation was dissolved in May 2016 – we thus adopted it. The assertion that we should be disqualified from trading as Vinci (Holdings) Limited, given that the French concessions and construction company known as Vinci UK Developments Limited, consider there to be residual ‘goodwill’, associated with the name is highly debatable. Our company is purely for advisory services for business analysis/financial arena not implementation of construction. Note that there are many other companies with Vinci following through with construction related activities. We also bought the websites for Vinci holdings, why [were] Vinci developments not interested in owning them if the name was of interest along with the company registration?

10. The respondent requests that the applicant prove its claim to residual goodwill in the company name Vinci (Holdings) Limited and asks this tribunal to note that there are 220 companies registered which include ‘Vinci’ in their name.

11. The applicant filed evidence and submissions in lieu of a hearing. Neither side requested a hearing.

Evidence

12. The applicant’s evidence consists of a witness statement by Christopher Brennan with exhibits CB1- CB14. Mr Brennan is the Finance Director of VINCI Construction UK Limited. The first applicant is a subsidiary of VINCI Construction UK Limited. His statement is dated 25 March 2020. We will return to his evidence later in this decision.

13. The respondent has not filed evidence, nor has it provided any additional documents with its defence (CNA2). In that document under the heading, “Please provide relevant information to support your defence” the respondent has written the following (reproduced as written):

Endole.co.uk

Company mandates supply finance to the following finance solutions for west African countries base material for pharmaceutical use.

Squarebook.com IPO
Gemny.com emerging markets IPO

Decision

14. If the respondent defends the application, as here, the applicant must establish that it has goodwill or reputation in relation to a name that is the same, or sufficiently similar, to that of the respondent company’s name, suggesting a connection between the company and the applicant. Only if this burden is fulfilled is it then necessary to consider if the respondent can rely upon defences under section 69(4) of the Act. The relevant date is the date of incorporation of the respondent which, in this case, is 17 September 2019. The applicant must show that it had goodwill or a reputation at this date. 

Goodwill

15. Section 69(7) of the Act defines goodwill as a “reputation of any description”. Consequently, in the terms of the Act, it is not limited to Lord Macnaghten’s classic definition of goodwill in IRC v Muller & Co’s Margarine Ltd [1901] AC 217:

What is goodwill? It is a thing very easy to describe, very difficult to define. It is the benefit and advantage of the good name, reputation, and connection of a business. It is the attractive force which brings in custom. It is the one thing which distinguishes an old-established business from a new business at its first start.

16. The evidence in support of the applicant’s goodwill comes from Mr Christopher Brennan. He begins by outlining the relationship between his company and the two applicant companies. Put simply, the first applicant is a subsidiary of Mr Brennan’s company, VINCI Construction UK Limited. That company is in turn a subsidiary of the second applicant. The company group comprises “in excess of” 2,000 companies which are headed by the second applicant. The group was established in France in 1899 and has used the VINCI name since 2000 (since 2002 in the UK).

17. Mr Brennan submits that the VINCI company group generates more than €40 billion per annum worldwide. £2.5 billion of that turnover is generated by the UK company group, which employs in excess of 9,000 people. He further states that VINCI has been used continuously and extensively throughout the UK since 2002.

18. Mr Brennan describes the nature of the UK companies in the following terms:

6. My Company Group’s UK operations comprise a number of companies operating in different divisions. These divisions include (i) VINCI Concessions, responsible for the design, construction and operation of transport infrastructure, education and criminal justice facilities and the operation of car parks; (ii) VINCI Energies, specialising in the provision of electrical, mechanical and IT engineering services; (iii) Roads, relating to maintenance and construction of roads and signage; and (iv) VINCI Construction, undertaking building and civil engineering projects in all industry sectors.

19. Mr Brennan submits that the applicant has a ‘large number of websites’ which his company group uses, including, but not limited to vinci.com, vinci-construction.com, vinci-uk.com, vinci.plc.uk and vinciconstruction.co.uk. Screenshots of each of these websites are provided from the WaybackMachine internet archive. The page dated 28 October 2011 is taken from vinci-uk.com and includes the following:

Welcome to the web site of VINCI in the UK which presents VINCI’s activities throughout the United Kingdom. Since its creation more than 100 years ago, VINCI has become the largest provider of construction expertise and related services in the world.

Activities are organised into four major operational units, each of which is a leader in its field:

• construction
• energy
• roads
• concessions

VINCI companies in the UK have an annual turnover in the region of £1.9 billion and circa 9,000 employees. Through a national network of businesses, VINCI companies in the UK reflect the four operating sectors of VINCI.”

20. A page dated 13 July 2013 taken from vinciconstruction.co.uk has a line across the centre of the webpage which reads: “We build, design and manage the facilities that improve everyday life.”

21. A page dated 13 September 2017 has the same strapline and under the heading ‘WHAT WE DO”, lists the following:

Project Showcase
Building
Civil Engineering
Facilities
Technology

22. Mr Brennan provides the following turnover figures:

Year	Worldwide (€)	UK Turnover (€)
2019	48.053 billion	3.002 billion
2018	43.519 billion	2.222 billion
2017	40.248 billion	2.269 billion
2016	38.073 billion	2.495 billion
2015	38.518 billion	2.679 billion
2014	38.703 billion	2.524 billion
2013	40.338 billion	2.578 billion

23. Mr Brennan states that his company is the main trading arm in the UK of the VINCI company group. He provides annual reports from which he presents the annual revenue for his company for the years 2011-2018. The figures are as follows:

Year	Revenue (GBP)
2018	867,039,000
2017	855,102,000
2016	931,666,000
2015	918,154,000
2014	998,954,000
2013	1,232,287,000
2012	1,056,775,000
2011	1,068,120,000

24. The annual reports for 2013 and 2016 describe the various parts of the VINCI UK group profile. It describes Mr Brennan’s company in the following terms:

VINCI CONSTRUCTION UK is the main trading arm of the VINCI PLC Group. It is principally trading in the UK through three main divisions, Building, Facilities, and Civil Engineering. VINCI CONSTRUCTION UK ranks among the top 20 contractors in the UK and is 100% controlled by VINCI SA one of the major contracting companies in the world.

25. The ‘building’ and ‘facilities’ divisions are described as follows:

“Building VINCI Construction UK’s Building division has a well-established presence in many regions in the UK: Widnes (North-West), Wakefield (North-East), Cambourne (East-Anglia), London, Reigate (South-West), Cardiff & Bristol (West and Wales). The Building division is active in many sectors, particularly industrial, health, education, retail and commercial. Its roots come from the century-old heritage of Norwest Holst, acquired by VI NCI in 1991.

VINCI Facilities VINCI Facilities in the UK operates two business lines; Facilities Management and Building Solutions.

Through VINCI Facilities, we provide soft and hard facilities management, mechanical, electrical and building maintenance solutions to both the public and private sectors. VINCI Facilities operates in a range of sectors which include: health, local and central government, defence, social housing, retail and commercial offices. The services are delivered through five customer focussed business units; two Facilities Management and Technical Services which operate on a national basis and three regionally focussed Building Solutions businesses.”

26. Twenty invoices are provided and are dated between 25 November 2016 and 14 June 2019. Each invoice has VINCI Construction UK in the top right corner. The construction works to which the invoices relate include buildings for, inter alia, schools, universities, NHS trusts, Borough Councils, Gatwick Airport, Tesco, Jaguar Land Rover and Covent Garden. Invoice values range from £103,751.12 (for re-cladding a building) to £7,302,176.04 (for a new baggage area and pier 1 at Gatwick Airport).

27. Mr Brennan also provides details of fifteen press releases announcing new contracts won by his company. The press releases are taken from vinciconstruction.co.uk and include, inter alia, the first phase of Swansea University’s new campus, valued at £450 million (April 2013); Devonshire Park tennis centre in Eastbourne, valued at £34.5 million (July 2017); Fallowfield student accommodation at Manchester University, valued at £74 million and an extension to the Royal Blackburn Teaching Hospital, valued at £10 million (September 2019).

28. The applicants have social media pages on twitter, facebook and LinkedIn. The details provided in evidence are as follows:

twitter
VINCI @vinci - joined May 2011 – 18.1k followers.
VINCI Construction @VINCIConstruc – joined May 2013 – 19.4k followers
VINCI Construction UK @VCUK_Building – joined January 2018 – 1,131 followers

facebook
VINCI @VINCI.Group – page created May 2011 – 22,148 page likes
VINCI Construction @vinciconstruc – page created May 2013 – 19,719 page likes

LinkedIn
VINCI – 278,602 followers
VINCI Construction – 209,979 followers
VINCI Construction UK – 47,255 followers

29. Mr Brennan provides examples of press reports about the applicants and their many construction projects. An article from the Financial Times, dated 27 December 2018, concerns the VINCI company buying a majority stake in Gatwick Airport. It includes the following description of the business:

Vinci is one of the world’s largest construction groups and infrastructure operators, with activities ranging across toll roads, airports, energy and telecoms as well as delivering large civil engineering projects. It operates 12 airports in France and 10 in Portugal, as well as others in Japan and Latin America.

30. Mr Brennan has also provided a printed list of awards that his company group has been shortlisted for or has won. The list includes approximately 630 UK awards between 1987 and 2019. The awards are listed by division for building, civil engineering and facilities. He has highlighted a few of the building awards which have been reported on the company’s LinkedIn page and which refer to his company, Vinci Construction UK. Examples of these are:

• 7 May 2019 – Wigan Bus Station – Shortlisted for NW Regional Construction Awards
• 18 June 2019 – Buxton Crescent Hotel and Spa – Commended by the Institution of Civil Engineers
• 25 June 2019 – Bishop Gate Student Accommodation – CUBO Award, Best Student Housing 2019
• 15 October 2019 – Chase Farm Hospital – IHEEM Estates and Facilities Team of the Year

31. A few of the awards won by the applicants’ facilities division, taken from Mr Brennan’s list, are:

• 2002 for the O2 – winner of the ‘Award for Innovation’ from BIFM
• 2014 for The Welsh Assembly – winner of the environmental award from The Big Challenge
• 2016 for Peabody Homes – winner of the societal impact community award from BIFM
• 2019 for Chelsea Gardens – winner of the ‘considerate constructors bronze award from CCS

32. Mr Brennan’s company also runs its own annual awards to recognise innovation from its teams in the UK. Many of these awards relate to customer solutions devised by the teams. Its VINCI Facilities team won four out of six awards for innovations in health and safety, process, product and productivity in 2018.

33. With regard to the first applicant’s previous name Vinci (Holdings) Limited, Mr Brennan submits that this was the first applicant’s name from 5 September 2001 until 1 December 2011. He says, “During this ten year period [it] generated £13 million as well as goodwill under the name Vinci (Holdings) Limited.” He provides copies of the accounts for the relevant period which show that between 2002 and 2011 the company made annual profits of between £8,628 and £3,768,000. In 2011 the accounts report that:

During the year the Company led the Tramlink Nottingham consortium to secure a £570 million Private Finance Initiative (PFI) for development of the city’s tram system. The Company also finalised a further school development and financing under its existing BSF agreement with Sheffield City Council and completed its investment in a new BSF scheme with Halton Borough Council. The Company continued to provide management services for several of the companies in which it holds investments.

34. Mr Brennan concludes:

23. My Company Group is one of the world’s largest and leading providers of concessions and construction services, which it provides under the mark VINCI. Due to My Company Group’s extensive operations in the UK, as set out above and as confirmed in the exhibits attached hereto, the mark VINCI had, prior to 17 September 2019, a significant reputation and goodwill in the UK and worldwide in relation to, among other things, construction, site development and facilities management services, including services related to building completion, finishing and development. Furthermore, The First Applicant enjoys residual goodwill in the company name Vinci (Holdings) Limited.

35. As can be seen from the evidence summary, whilst there is an international dimension to their reputation, by 17 September 2019, the applicants had traded in the UK for at least ten years, in the field of construction, site development and facilities management services. The invoices show work carried out which includes preparing sites, building and construction projects and site/facilities management. The list of awards is extensive and dates from 1987 and includes awards for building, civil engineering and facilities management. The revenue generated in the UK prior to the relevant date amounted to more than £7.5 million. Whilst this is turnover for the group and is not broken down by each company, it is clear that the applicants have a number of very valuable contracts with a number of UK interests, including, inter alia, Covent Garden, Gatwick Airport, Manchester and Swansea Universities and several borough councils.

36. The respondent has not questioned whether both applicants are the owners of the goodwill on which they seek to rely. Mr Brennan confirms in his witness statement that his company, being the parent company of the first applicant, is the UK arm of the VINCI company group (which is the second applicant). Given these relationships and the fact that Mr Brennan is giving evidence to support both applicant’s claim to goodwill, we find that the evidence is undoubtedly sufficient to establish that both applicants had goodwill in the UK at the relevant date in relation to construction and site development and facilities management services. Goodwill lies in the name ‘VINCI’ which is used by VINCI and its subsidiaries. VINCI is used alone or as the first part of each of the company names where it is followed by words which relate to the nature of the services provided by that subsidiary. For example, some of the UK companies are VINCI Construction UK, VINCI Facilities, VINCI Concessions, VINCI Energies and VINCI UK Developments. Taking all of the evidence into account, we find that the second applicant has established that it had a goodwill and reputation associated with VINCI at the relevant date. The goodwill is in construction, site development and facilities management services.

37. Having reached this conclusion we do not intend to consider the claimed residual goodwill in the applicants’ dissolved company Vinci (Holdings) Limited, as it does not put them in any better position.

Does the respondent’s company name suggest a connection between it and the applicant?

38. The respondent’s name is VINCI HOLDINGS LIMITED. The name associated with the second applicant is VINCI. Consequently, the difference between the names is the absence/presence of ‘HOLDINGS’ and ‘LIMITED’.

39. With regard to the word ‘HOLDINGS’ the applicant submits:

31. The word HOLDINGS within the Respondent’s company name…cannot be considered significant, since it merely indicates that the company is a holding company. Such use of ‘holdings’ within company names is extremely common.

40. We agree. ‘Holdings’ simply indicates a company that holds assets for another.

41. The word ‘LIMITED’ simply indicates the corporate status of the company, something which is necessary in most company names. We consider that this difference is to be ignored for the purpose of the comparison (see, for example, MB Inspection Ltd v Hi-Rope Ltd at paragraph 48).

42. Taking these factors into account, we find that the respondent’s name is sufficiently similar to ‘VINCI’ such that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant.

43. Given our findings in respect of goodwill and the connection likely to be made between the respective company names, the applicant has cleared the first two burdens placed upon it. That is the end of the matter unless the respondent can avail itself of one or more of the defences. This is the matter to which we now turn.

Defences

Preliminary issues

44. We note that in its notice of defence the respondent stated that it registered the name because it was a name available at Companies House. Companies House accepted the application. This is not relevant. If it were relevant, then all company names would be immunised against the provisions of the Act because they had been accepted prima facie.

45. The URL which is provided on the respondent’s CNA2 appears to relate to a website called ‘endole’. No prints have been provided to show what the URL relates to and no explanation has been given for the inclusion of the URL beyond the respondent’s comment that many companies on the register at Companies House use the word VINCI. Given that the applicants have filed evidence which shows there are more than 2,000 companies under the VINCI umbrella of companies, it is likely that some of those are connected to it. Notwithstanding that point, this submission does not assist the respondent. Other VINCI company names are not within the purview of these proceedings and it is for the applicants to protect their company registrations in the way they see fit.

46. The respondent has selected all of the defences under section 69(4) of the Act, which are set out earlier in this decision.

Section 69(4)(a) - that the name was registered before the commencement of the activities on which the applicant relies to show goodwill.

47. The respondent’s company name was registered on 17 September 2019.

48. It is clear from the evidence filed by the applicant and our conclusions in respect of its goodwill that the applicant has been trading in the UK for at least the last ten years.

49. Consequently, the respondent’s defence based upon section 69(4)(a) fails.

Section 69(4)(b) of the Act - that the company (i) is operating under the name, or (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or (iii) was formerly operating under the name and is now dormant.

50. The respondent has not indicated which of these three defences it relies upon. The relevant date in this regard is the filing of the application to this tribunal, namely, 5 November 2019.

51. The respondent has not filed evidence but provided the following list under the heading on its defence form (CNA2) which asks for information in support of the defence:

Company mandates Supply finance to the following Finance solutions for west African Countries Base materail for pharmaceutical use. Squarebook.com IPO Gemny.com emerging markets IPO

52. Our best guess is that this is a list of ‘services’ that the respondent claims it has provided and would seem to infer a defence under 69(4)(b)(i), i.e. that the respondent is operating under the name.

53. In order to succeed under this ground it would be necessary for the respondent to provide some evidence of its trade under the contested name. A list of items in the CNA2 without further explanation will not suffice. We have no indication of the specific recipients of the respondent’s services, dates on which any services were provided, the costs and nature of those services or indeed the identity of the company providing the services.

54. In addition, no evidence has been provided by the respondent to show the costs incurred in starting a business or to show that it was operating and is now dormant. In short, the respondent has not established that it can rely upon sections 69(4)(b)(i), (ii) or (iii) of the Act and these arms of its defence are dismissed accordingly.

Section 69(4)(c) of the Act - that the contested company name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business.

54. The respondent has selected this defence but has made no further reference to it in its CNA2, nor has it filed any evidence. The burden is on the respondent to show that it can rely on this defence and it has not done so.

55. Consequently, the respondent’s defence based upon section 69(4)(c) fails.

Section 69(4)(d) – that the name was adopted in good faith

56. It is evident from the wording of s.69(4) of the Act that the onus is on the respondent to show that the contested name was adopted in good faith. The relevant date for this defence is the date on which the company name was incorporated, which is 17 September 2019.

57. The following principles in relation to good faith can be extracted from the judgments of the Privy Council in Barlow Clowes v Eurotrust International Ltd and the Court of Appeal in England and Wales in Niru Battery Manufacturing v Milestone Trading Ltd.

(i) Good faith is a broad concept which includes a failure to act in a commercially acceptable way. It includes sharp practice which falls short of outright dishonesty, and also dishonesty itself - see Niru Battery at para 164.

(ii) There is a combined subjective/objective approach to the honesty of a party’s behaviour. This involves (i) a consideration of what the party knew at the time of a transaction and (ii) how that party’s action would be viewed by applying normally acceptable standards of commercial behaviour - see Barlow Clowes paras 15–18, 28–32.

58. Our task is to determine what the respondent knew at the time the contested name was adopted, and whether the adoption of the name would be viewed as commercially acceptable behaviour when judged objectively. This means how reasonable people in the field would view the respondent’s behaviour (that is, not simply how the respondent viewed its own actions).

What did the respondent know when it adopted the name?

59. The respondent advances some reasons for its adoption of the name, in its CNA2. It submits that ‘VICI’ is a Latin word meaning ‘I conquered’. It is not clear why this is relevant to the adoption of a company name containing the word VINCI. It also claims that lots of companies use VINCI, maybe with reference to Leonardo da Vinci. Again, it is not clear why this is relevant. We have already made clear that other company names on the register which include VINCI are not relevant to the matter to be decided.

60. The only clear reason the respondent has advanced for its selection of the company name is that it was available as the previous company of that same name was dissolved in May 2016, therefore, the respondent adopted it. It then proceeded to register that company for areas of business in the field of construction which are on all fours with those of the applicant, and apparently not the areas of business it was actually interested in, namely business analysis and financial services.

61. No explanation has been provided for the nature of business that the respondent chose for its registration of VINCI Holdings Limited.

Were the respondent’s actions commercially acceptable?

62. As we mentioned earlier, the onus is on the respondent to show that the contested name was adopted in good faith. No evidence has been provided by the respondent to explain how it happened upon the name. Nor has it filed evidence to indicate why, when incorporating a company in the UK which it intended to use to conduct a trade in the business analysis and financial services sector, the respondent selected the same name as the applicant’s dissolved company and registered it for a range of building and construction services. Adopting a company name is an important part of starting or developing a business. It is likely that when one considers adopting a name which is clearly a dissolved company (which the respondent accepts that it knew about) basic due diligence would require at least some superficial research into the nature of that previous company. Though we note that the respondent has said nothing more than that the name was available.

63. We now have to decide how a reasonable person in the field would regard the primary respondent’s actions when confronted with that factual matrix. In our view, the respondent’s action of registering the name of a company which had been dissolved, for the same field of business as the previous company, despite claiming to have interest in a different field of business, is likely to be regarded by a reasonable person in the field as falling below commercially acceptable standards.

64. Consequently, the defence based upon section 69(4)(d) of the Act fails.

65. The final defence is based upon:

69(4)(e) - that the interests of the applicant are not adversely affected to any significant extent

66. To affect adversely the interests of the applicant to any significant extent the company name must do more than just sit on the register at Companies House. In this case, the adverse effect must relate to the potential use of the company name in business.

67. The principal activities for which the respondent’s company name is registered are ‘development of building projects’, ‘site preparation’, ‘other building completion and finishing’ and ‘other mining and quarrying not elsewhere specified’. We bear in mind that under the Act the connection under section 69(1) must be made upon the basis of the names themselves. Thus, the field of activity is not strictly pertinent (although it may have relevance when it comes to establishing defences). In any event, fields of activities may change.

68. In fact, in this case the respondent has stated that it provides, “advisory services for business analysis/financial arena.” This is somewhat different from the nature of the business claimed by the respondent in its registration, which is the same industry as the applicant.

69. To rely on a ‘no adverse effect’ defence it is for the respondent to show, in evidence, what it has done or intends to do. The respondent has not provided any evidence and the defence must fail at the first hurdle.

70. Consequently, the respondent’s defence based upon section 69(4)(e) fails.

Conclusion

71. As we have dismissed all of the defences, the application succeeds.

72. Therefore, in accordance with section 73(1) of the Act, we make the following order:

(a) VINCI HOLDINGS LIMITED shall change its name within one month of the date of this order to one that is not an offending name;

(b) VINCI HOLDINGS LIMITED shall:

(i) take such steps as are within its 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.

73. In accordance with section 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.

74. In any event, if no such change is made within one month of the date of this order, a new company name will be determined as per section 73(4) of the Act and notice will be given of that change under section 73(5) of the Act.

75. 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.

Costs

76. The applicants have been successful and are entitled to a contribution towards their costs. The award is based on the scale of costs published in paragraph 10.1 of the Practice Direction. It is as follows:

Filing the application and reviewing the defence: £400
Fee for filing the application: £400
Filing evidence and considering the other side’s evidence: £800
Fee for filing evidence: £150
Filing submissions in lieu of a hearing: £200

Total: £1950

77. We order VINCI HOLDINGS LIMITED to pay VINCI and VINCI UK DEVELOPMENTS the sum of £1950. This should be paid within 21 days of the expiry of the appeal period, or within 21 days of the final determination of this case if any appeal against this decision is unsuccessful. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold the application; there is no right of appeal in relation to costs.

78. Any notice of appeal against this decision must be given within one month of the date of this decision. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.

79. The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.

Dated 10 November 2021

Al Skilton
Company Names
Adjudicator

Heather Harrison
Company Names
Adjudicator

Teresa Perks
Company Names
Adjudicator