Decision

Decision on Baroness Ca Real Estate Ltd

Published 6 February 2026

Companies Act 2006

In the matter of application no. 5499 by Bayerische Motoren Werke AG for a change to the company name of BMWUSEDPROPERTIES.COM LTD (company registration no. 16130373)

Decision on costs

1. The company name BMWUSEDPROPERTIES.COM LTD (“the primary respondent”) had been registered since 11 December 2024.

2. On 2 July 2025, Bayerische Motoren Werke AG (“the applicant”) filed an application to the Tribunal for a change of name of the primary respondent’s registration under section 69 of the Companies Act 2006 (“the Act”).

3. The application was served on the primary respondent under cover of the Tribunal letter dated 29 July 2025 which directed that, if the primary respondent wished to file a defence, they should do so on or before 29 August 2025. No defence was filed and on 22 September 2025 the tribunal wrote to the parties informing them that in such circumstances it may treat the application as not being opposed. It provided until 6 October 2025 for either party to request a hearing if it disagreed and stated that if no request was received, the adjudicator would consider making an order to change the respondent’s name. In the same letter the tribunal informed the parties that Christianah Adetokunbo Adedoyin had been joined to the proceedings as a co-respondent. The primary respondent and the co-respondent are collectively referred to herein as “the respondents”.

4. In the letter of 22 September 2025, the tribunal also directed that the applicant provide Ms Adedoyin with copies of all documentation filed in relation to the application. The applicant provided the documents under cover of an email dated 30 September 2025 and copied to the tribunal. I had not spotted these documents on file and, at the hearing, I informed Ms Adedoyin that I would request them from the applicant. Clearly, as both the tribunal and Ms Adedoyin have received copies, it is not now necessary that I do so. These documents include a copy of the following:

The applicant’s initial letter to the primary respondent, dated 16 January 2025

5. This letter identified the applicant’s rights to the name “BMW” and required that the respondents provide an undertaking confirming that it will immediately cease and desist from using the “BMW Trade Marks, in the course of trade, including changing [its] company name so that it does not include any reference to the BMW Trade Marks or the BMW name.”

The applicant’s “letter before action”, dated 22 May 2025.

6. This letter presents as a formal “cease and desist” letter, setting out information about the applicant and its trade mark rights, what were the alleged acts of infringement, setting out an alleged act of passing off and trade mark infringement by the primary respondent and what action it was requiring of the respondents. It required the respondents to sign and return an agreement by 5 June 2025. Under the heading “Action required to avoid formal proceedings”, it also stated that it was “entitled to commence legal proceedings against [the primary respondent] for the activities complained of above seeking …., costs” and later “[h]owever, [it] is prepared to refrain from escalating matters … if, by close of business on 5 June 2025 [an agreement is signed and returned]”.

7. At the top of the letter it states: “By Recorded Delivery and Email: sales@bmwusedspares.com”. The header shows that the letter related to three recipients: (i) the primary respondent, (ii) a second company named BMWUSEDPROPERITES.COM LTD, and (iii) the co-respondent. The email address to which the applicant’s letter was sent appears to be linked to this second company name where the controlling mind is also Ms Adedoyin and is also a company being challenged by the applicant. 

The applicant’s follow-up letter, dated 12 June 2025

8. This letter contained a copy of the earlier letter of 22 May 2025. It states that the Royal Mail “track and trace” service records that letter was signed for on 27 May 2025 by “Red Box”. It also puts the respondents on notice that if they did not return the signed undertaking within 7 days, the applicant will “escalate matters further by way of court proceedings, UDRP proceedings and/or via the Company Names Tribunal.”

9. On 28 August 2025, the tribunal received an email from Ms Adedoyin indicating that the primary respondent would change its name and on 31 October the name was changed to a name that is deemed to be a non-offending name.

10. In the absence of a defence and in light of the voluntary change of name, the proceedings can be closed.

11. On the application form (Form CNA1), at point [17], the applicant indicated that it was claiming costs. Consequently, the one remaining issue, in these proceedings, is that of costs.

12. On the Form CNA1 at Box 7, the applicant indicated that it warned the primary respondent that it would start legal proceedings against it if it did not change its name. This is supported by the three letters subsequently provided by the applicant. In light of this, the tribunal letter of 13 November 2025, issued a preliminary view to award costs of £800 to the applicant to cover the official fee of £400 and a further £400 as a contribution to its legal costs in preparing the application.

13. The preliminary view was challenged by the respondents when they filed a Form CNA4 and subsequently requested a hearing. The hearing took place before me on 3 February 2026, attended by Ms Adedoyin. The applicant provided written submissions in lieu of attendance. I keep these submissions in mind when making my decision.

14. The reasons provided by Ms Adedoyin, at the hearing, were essentially the same as set out in the Form CNA4, namely:

(i) the applicant’s letters sent in January and May 2025 were not received;

(ii) Ms Adedoyin’s partner underwent major surgery on 31 January 2025 and Ms Adedoyin was her sole carer. This resulted in the business of the primary respondent being closed from the end of January through February 2025;

(iii) Ms Adedoyin became aware of the matter only in late July 2025. The respondents acted immediately once notified and entered into a dialog with the applicant’s representatives and voluntarily changed the company name;

(iv) Ms Adedoyin never had any intension to imitate or benefit from BMW AG and has already incurred financial costs in changing the primary respondent’s company name.

15. Ms Adedoyin expanded upon the information she had already provided concerning the health issues experienced by her partner. I was given no reason to doubt her explanation as to why her focus lay elsewhere than with her business during what has clearly been a difficult time and I have great sympathy for Ms Adedoyin and her partner. As I explained at the hearing, I must approach the issue with fairness and proportionality firmly in mind and this requires me to also consider the position of the applicant.

16. As the applicant referred, in its written submissions in lieu of attending the hearing, it is clear from the three letters sent by it to the respondents, that it had complied with the requirements set out at paragraph 10.4.1 of the tribunal practice direction that reads:

If an application is undefended, an award of costs is likely to be made against the respondent, provided a request for costs has been made by the applicant and pre-action enquiries have been made, and provided the application succeeds. It should be noted, however, that the adjudicator will not normally award costs to the applicant if the respondent, whilst not defending the application, nevertheless satisfies the tribunal that it did not receive any notice, or did not receive adequate notice, that the application would be made. The adjudicator will, likewise, normally not award costs if the applicant indicates in box 7 of the application form (CNA1) that it did not contact the company prior to making the application.

17. Having reviewed the content of the applicant’s letters sent to the respondents, I consider that it made it clear what was required of the respondents and, also, what were the consequences if they did not comply with the request. The primary respondent was required to change their name within a reasonable stated timeframe. The letter of 12 June 2025 specifically made reference to escalating “matters further … via the Company Names Tribunal.” Consequently, I consider that the applicant did all it was required to do in respect of attempting to provide the respondents with adequate notice of its intentions to commence proceeding if the respondents did not undertake the actions requested.

18. The mitigating circumstances relied upon by the respondents, whilst deserving of understanding and sympathy from both the tribunal and the applicant, cannot be a reason to deny the applicant an award of costs to which it would otherwise have been entitled. I don’t doubt the difficulty that Ms Adedoyin would have had trying to run her business in January, February and beyond but, ultimately, a company must be contactable through its official address and other official contact information (e.g. email address). The applicant did everything it could to provide the respondents with adequate notice to either change the primary respondent’s name or expect that formal proceedings may be launched against them. The reason its letters were not received was because of Ms Adedoyin not engaging with her business at the time. Whilst this is understandable to a degree, it would not be fair on the applicant, nor proportionate for it to bear its own costs when it has done all that was expected/required of it in terms of giving notice to the respondents prior to commencing proceedings.

19. It is to Ms Adedoyin’s credit that she took steps to change the primary respondent’s name when she became aware of the proceedings, and this undoubtedly has reduced costs for both sides. However, the fact remains that the applicant incurred costs before then and, in light of the primary respondent not filing a defence in the proceedings, the applicant has succeeded in its application and is entitled to a contribution towards its costs.

20. The preliminary view was to award costs of £800, comprising of the £400 official fee and £400 as a contribution for costs associated with preparing the case and filing the application form (Form CNA1). I consider this fair and I confirm the preliminary view to award the applicant £800.

21. I order Baroness CA Real Estate Ltd (the new name of the primary respondent) and Christianah Adetokunbo Adedoyin, jointly and severally, to pay Bayerische Motoren Werke AG the sum of £800. This sum is to be paid within 21 days of the date of this decision.

Appeal

22. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold/reject the application. There is no separate right of appeal in relation to costs and, therefore, this decision is final and is not subject to appeal.

Dated 6 February 2026

Mark Bryant
Company Names Adjudicator