Decision

Decision on Carpet Superstore Ltd

Published 26 September 2025

Companies Act 2006

In the matter of application No. 5062 by John France for a change to the company name of £99 CARPET SUPERSTORE LTD, a company incorporated under number 15921920

Background and pleadings

1. The company name £99 CARPET SUPERSTORE LTD (“the primary respondent”) has been registered since incorporation on 28 August 2024 under company number 15921920. The register of companies describes the primary respondent’s “Nature of business (SIC)” as “47530 - Retail sale of carpets, rugs, wall and floor coverings in specialised stores” and “96090– Other service activities not elsewhere classified.”

2. By an application filed on 2 September 2024, John France applied under section 69(1) of the Companies Act 2006 (“the Act”) for the primary respondent’s name to be changed.

3. Mr France states that the name associated with him which caused him to make the application is £99 CARPET FACTORY LTD. He states:

“£99 carpet factory has been trading for over 4 years in the north of England. We have a established a large reputable customer base, including a social media presence of over 20 thousands followers.”

4. Mr France states the name associated with him has goodwill or reputation in relation to the retail sale of carpets, rugs, wall and flooring coverings, laminate flooring, artificial grass, vinyl flooring, and fitting services in the north of England. He objects to the contested company name as being too similar to the name relied upon because both share £99 carpet, which he says could be considered to be the dominant feature of the names. Mr France states that both companies offer similar products, increasing confusion. He believes that the primary respondent has an intention to benefit from the reputation of the name associated with him. He seeks a change of name “to not infringe on our registered trademark which causes confusion with customers in the north of England.” Mr France further states:

Although “£99 carpet superstore” is registered in london (using a directors address service) we do believe it intends to trade in the north of england, this is based on their facebook page “£99 carpet superstore” which was trading out of stockton on tees. The page was removed due to trademark infringement by facebook after our appeal. In the short period of time the page was active, we had several phone calls from dissatisfied customer mistaking our company for £99 carpet Superstore.

5. The primary respondent filed a notice of defence and counterstatement on 18 November 2024. It denies all the allegations. It states that the name relied upon by Mr France is descriptive of selling carpets and therefore would not be seen by the average consumer as a trade mark indicating the commercial origin of the services. The primary respondent states that it does not have any intentions of benefitting from any reputation of the name relied upon because it was unaware of Mr France and/or £99 CARPET FACTORY LTD having any such goodwill or reputation. It states that the names are sufficiently different under English company law to be registered as different limited companies and notes that its name was not subject to any objections by Companies House.

6. The primary respondent requires Mr France to prove goodwill and reputation in the name relied upon, also noting that the applicant is Mr France rather than £99 CARPET FACTORY LTD.

7. The primary respondent relies upon the following defences as set out in the defence and counterstatement, Form CNA2:

• that the company name was adopted in good faith; and
• that the interests of the applicant are not adversely affected to any significant extent

8. Both parties claim costs.

9. Following the service of the defence and counterstatement, Mr France appointed professional representatives, McDaniels Law. The primary respondent was initially professionally represented by Amagufa Solutions Limited, but subsequently appointed Sonder & Clay during the evidence rounds. Only the applicant filed evidence and submissions during the evidence rounds. The parties were asked if they wanted a decision to be made following a hearing or from the papers. No hearing was requested and only the primary respondent filed written submissions in lieu of a hearing. We make this decision having carefully considered all the papers, referring to them as necessary.

Legislation

10. 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 or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere 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 the following may be joined as respondents-

(a) any member or person who was a member at the time at which the name was registered;

(b) any director or person who was a director at the time at which the name was registered.

(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) [Repealed]

(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 those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a), … 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.”

Goodwill/reputation

11. Section 69(7) of the Act defines goodwill as including a “reputation of any description”. Consequently, in the terms of the Act, goodwill includes, but is not limited to, Lord Macnaghten’s classic definition in Inland Revenue Commissioners v Muller & Co’s Margarine Ltd [1901] AC 217 at 223:

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.

12. The applicant is Mr France. He must establish that he had, at the relevant date, goodwill or a reputation in relation to a name that is the same as, or sufficiently similar to, the contested company name, suggesting a connection between the company and Mr France. The relevant date for the purpose of proving goodwill/reputation is the date of the application for a change to the company name, 2 September 2024. Mr France has filed his own witness statement, dated 24 February 2025, and exhibits. He states that he is the director and founder of £99 Carpet Factory Ltd and that he has been in this role since the company’s incorporation on 16 October 2020. Mr France states “I am the Applicant in this matter and therefore, I am able to provide evidence relevant to this case.”

Botanica Agriculture and Extraction Limited v Botanica Limited [2022] EWHC 2957 (Ch) and MB Inspection Ltd v Hi-Rope Ltd [2010] RPC 18.

13. Mr France states that the business model for £99 Carpet Factory Ltd (which we will refer to as “the company”) revolves around purchasing clearance stock which the company then offers for sale at significantly reduced prices. The retail business under the name relied upon was launched on 15 June 2020 and the company was incorporated with the name on 16 October 2020. A trade mark application, which is the same as the name relied upon, was filed on 19 October 2020, under number 3545458. Mr France refers to the cancellation action filed against the trade mark by the primary respondent, pointing to it as part of the matrix of facts showing the primary respondent’s ‘bad faith’. We do not feel that it is necessary to record any further details about this or the other evidence about entities connected with the primary respondent in North-East England because, if Mr France establishes his case under section 69(1) of the Act, the burden switches to the primary respondent to prove in evidence its good faith defence. In other words, the burden is not on Mr France to prove a prima facie case of bad faith: it is for the primary respondent to prove it adopted its name in good faith.

Exhibit JF02.

14. Mr France provides copies of sample customer receipts at Exhibit JF04, but these all post-date the relevant date of 2 September 2024. He states that the company’s turnover has been as follows:

November 2020 to October 2021: £163,792
November 2021 to October 2022: £308,396
November 2022 to October 2023: £401,425
November 2023 to October 2024: approximately £820,000

15. A 10-second advertisement showing the name relied upon was displayed from July 2024 to November 2024 on a digital billboard, every two minutes in the Tyne Tunnel. Mr France estimates that 78,300 people pass through the tunnel every day. A screenshot of the advertisement is shown below:

Exhibit JF05.

16. Mr France states that the company runs monthly Google Ads campaigns, exhibiting invoices for June to August 2024 for the campaigns. Mr France states that additional promotional activities include leaflet distribution, in-store and storefront signage, branded staff uniforms, business cards, mugs and keyrings. Images of these, showing the name relied upon, are included in Exhibit JF10, with invoices dated in June 2024 for flags and uniforms, and in July 2024 for flyers, leaflets and business cards. This is only a few months prior to the relevant date, so it is not known whether these items had come to the attention of the public by that date. The invoice for mugs and keyrings is dated after the relevant date, in November 2024. Exhibit JF11 comprises a photograph of three vans which bear signage showing the name relied upon, but the photograph is undated.

17. Exhibit JF06 comprises screenshots from the company’s Facebook and Instagram accounts, showing the name relied upon, together with analysis of traffic to the sites in 2024. For the months prior to the relevant date, there were between 500 and 1000 monthly visits to the Facebook page. Exhibit JF08 comprises reviews from customers. For some of these, it is not possible to tell their exact dates; e.g. they say “8 months ago”. However, since they emanate from at least 8 months prior to the compilation and filing of evidence, which was less than eight months after the relevant date, they must pre-date the relevant date. In any event, four reviews are dated in April, May and July 2024. We note that one of these, dated 4 July 2024, says that there were lots of carpets at £99, as well as at other prices.

18. The company’s website domain name is 99carpet.co.uk; i.e. without the word ‘Factory’. This means that the website name does not accurately reflect use of the name relied upon. However, we note that the website screenshots provided at Exhibit JF07 do show the name relied upon. Mr France confirms that the website has been in the same format since the domain name was acquired on 14 December 2022 and was the same at the relevant date.

19. We find that, at the relevant date, there was a modest level of goodwill/reputation attached to the name relied upon. However, there is a question as to the owner of that modest goodwill/reputation. As mentioned earlier in this decision, the primary respondent requires Mr France to prove goodwill and reputation in the name relied upon, noting that the applicant is Mr France rather than £99 Carpet Factory Ltd. The identity of the applicant was also brought to the attention of McDaniels Law, Mr France’s representatives, in a letter from the Company Names Tribunal (“the Tribunal”) dated 14 February 2025, because McDaniels Law had identified the applicant in its letter of 23 January 2025 as £99 Carpet Factory Ltd. This was prior to the filing of the applicant’s evidence. There was no reply to the Tribunal about the matter and it was not addressed in the applicant’s evidence. McDaniels Law filed written submissions with the evidence which refer to Mr France as the applicant. The written submissions do not address the issue of ownership of goodwill/reputation.

20. In our view, it is clear from Mr France’s evidence that it is his company, £99 Carpet Factory Ltd, which owns the goodwill/reputation in the name £99 Carpet Factory Ltd, not Mr France personally. Throughout his evidence, Mr France repeatedly refers to the company, £99 Carpet Factory Ltd, and refers to the company’s activities using the pronoun “we”, rather than the singular “I”. Goodwill is legal property which can be sold or transferred. It does not vest personally with Mr France simply because he started the company prior to incorporating it with the name £99 Carpet Factory Ltd. There is also no evidence that any reputation is associated with Mr France rather than with the company £99 Carpet Factory Ltd; for example, there is no evidence that he was a sole trader and that he had a reputation in the name £99 Carpet Factory Ltd before it was registered as a limited company, only four months after he states that the retail operation commenced (there is also no evidence of trading before incorporation).

21. Ownership of goodwill/reputation was put in issue by the primary respondent in the counterstatement:

The Respondent requires the Applicant to prove goodwill and reputation as stated in the Application. It is noted that the Applicant is Mr John France rather than £99 CARPET FACTORY LTD.

22. Therefore, the issue of ownership of goodwill/reputation was brought to the attention of the applicant twice: firstly in the counterstatement, and subsequently by the Tribunal in its letter dated 14 February 2025 to McDaniels Law. This important issue has been ignored twice by the applicant. Given the applicant’s apparent choice to stay silent about the issue, even when it had twice been brought to its attention, and prior to it filing evidence, we do not feel it would be appropriate for us nevertheless to direct that the company £99 Carpet Factory Ltd be joined to the proceedings as a co-applicant. The primary respondent raised it in the counterstatement and the applicant did not deal with it. In our view, if we were to direct that the company be joined as a co-applicant, such a direction would be unfair to the primary respondent at this late stage in the proceedings, when the primary respondent had already raised the ownership issue and it had gone unanswered; and despite the subsequent raising of the issue by the Tribunal.

Under rule 6(2) of the Company Names Adjudicator Rules 2008.

23. As the applicant has failed to establish the necessary goodwill/reputation for section 69(1), the application fails. However, for completeness, we will go on to explain why the application would have failed, in any event, even if the applicant had shown sufficient goodwill/reputation (either alone or with £99 Carpet Factory Ltd as a co-applicant).

The names

24. The parties’ names are £99 Carpet Factory Ltd and £99 Carpet Superstore Ltd. Ltd merely indicates corporate status and so this element does not have a bearing upon the comparison of the names. Both names include £99 Carpet (in that order). The differences between them are that the name relied upon includes the word “Factory”, which is absent from the contested company name, and the contested name includes the word “Superstore”, which is absent from the name relied upon.

MB Inspection Limited v Hi-Rope Limited [2010] RPC 18.

25. All of the elements of each name are descriptive of a business which sells carpets at £99. In the case of the name relied upon, Factory denotes a place of manufacture for carpets at £99, or a factory outlet which sells carpets at £99. In the case of the contested name, Superstore denotes a large store which carries a commensurately large amount of stock. The contested name denotes that the superstore sells carpets costing £99. Given that all the elements are descriptive, and that none can be said to be dominant, distinctive elements of the names, ‘Factory’ and ‘Superstore’ carry more weight than they might otherwise have done, had the other elements been distinctive.

26. In assessing whether the applicant has satisfied the provisions of section 69(1) insofar as the names are concerned, the less distinctive the name relied upon by the applicant, the less it is likely that the contested company name will mislead by suggesting a connection between the company and the applicant. In Office Cleaning Services Limited v Westminster Window & General Cleaners Limited, Lord Simonds stated that:

Where a trader adopts words in common use for his trade name, some risk of confusion is inevitable. But that risk must be run unless the first user is allowed unfairly to monopolise the words. The court will accept comparatively small differences as sufficient to avert confusion. A greater degree of discrimination may fairly be expected from the public where a trade name consists wholly or in part of words descriptive of the articles to be sold or the services to be rendered.

[1946] 63 RPC 39.

27. For the reasons given by Lord Simonds, the passing off action brought on the basis of goodwill in the sign ‘Office Cleaning Services’ failed against the sign ‘Office Cleaning Association’. Jacob LJ, commenting at paragraph 85 on the above case in Reed Executive plc v Reed Business Information, said:

“…when you have something largely descriptive the average consumer will recognise that to be so, expect others to use similar descriptive marks and thus be alert for detail which would differentiate one provider from another. Thus in the cited case ‘Office Cleaning Association’ was sufficiently different from ‘Office Cleaning Services’ to avoid passing off.”

[2004] EWCA Civ 159.

28. In the present case, the words which are common to £99 Carpet Factory Ltd and £99 Carpet Superstore Ltd are manifestly descriptive of the businesses of each. There is not such a level of goodwill/reputation that the public will assume that the contested company name must belong to the applicant or his company. We find that the addition of ‘Factory’ in the name relied upon and ‘Superstore’ in the contested name are differences which are sufficient for members of the public in the UK, or elsewhere, to discriminate between the names and that they will not be misled into believing that there is a connection between them.

29. The provisions of section 69(1) are not satisfied: the names are not sufficiently similar that the use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the company and the applicant.

Outcome

30. The applicant’s objection to the company name is dismissed because the applicant does not have goodwill/reputation in the name relied upon and because the names are not sufficiently similar that the use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the company and the applicant. The provisions of section 69(1) of the Act are not satisfied. We will not make an order requiring the primary respondent to change the contested company name.

Costs

31. The primary respondent has been successful. The Tribunal awards costs from the published scale at paragraph 10 of the Tribunal’s Practice Direction. This is intended to provide a contribution, but not recompense, to the successful party.  The official fee for Form CNA2 is fully re-imbursed. We have awarded below the scale for evidence because although the primary respondent would have had to consider the applicant’s evidence, it filed no evidence of its own. We make the following award in favour of the primary respondent:

Fee for filing the Form CNA2: £150
Considering the application and preparing the counterstatement: £300
Considering the applicant’s evidence: £250
Preparing written submissions in lieu of a hearing: £200

Total: £900

32. We therefore order John France to pay £99 CARPET SUPERSTORE LTD the sum of £900 within 21 days of the expiry of the period allowed for appeal or, or within 21 days of the final determination of this case if any appeal against this decision is unsuccessful (subject to any order of the appellate tribunal). Under section 74(1) of the Act, an appeal can only be made in relation to the decision to dismiss the application; there is no separate right of appeal in relation to costs. Any notice of appeal 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. The Company Names Tribunal must be advised if an appeal is lodged.

Dated 22 September 2025

Judi Pike
Heather Harrison
Stephanie Wilson
Company Names Adjudicators