Decision

Decision on Digicert SSL Ltd

Updated 23 April 2024

Order under the Companies Act 2006

In the matter of application No. 4351

For a change of company name of registration No. 14049078

Decision

The company name DIGICERT SSL LTD has been registered since 14 April 2022 under number 14049078.

By an application filed on 26 May 2023, DIGICERT, INC. 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 12 June 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. On 12 June 2023, the Tribunal wrote to Christine Njoki Wambui to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Christine Njoki Wambui in relation to this request. On 20 June 2023, a third party contacted the tribunal by email as follows:

We are a parcel forwarding business with a warehouse in Germany. Ms Wambui is not residing in the address she provided nor she is affiliated with our business.

The tribunal responded by email on 21 June 2023 as follows:

…The records show on Companies House that the address registered for Digicert SSL and Christine Njoki Wambui is 321927 York House, Green Lane West Preston, Lancashire, United Kingdom, PR3 1NJ. Therefore, correspondence regarding this company names dispute will continue to be issued to this address unless there is a change of address recorded at Companies House. If you believe such details are incorrect then you will need to contact Companies House directly….

On 20 July 2023, Christine Njoki Wambui was joined as a co-respondent. Also, on 20 July 2023, the tribunal wrote to the parties to advise that it was minded to suspend the application pending an application which had been made to strike off company number 14049078. The parties were asked to state whether they agreed to the suspension of the application.

On 23 July 2023, the tribunal was again contacted by the third party by email as follows:

We would like to inform you that this company, Digicert SSL Ltd does not actually located in the address provided. We are Forward2me Ltd and we own the address. The address provided is our warehouse address and they are in no way working or affiliated with Forward2me. The customer Christine Wambui had illegally used our address in registering a company.

The tribunal responded by email on 25 July 2023 as follows:

Thank you for your email. I refer to my previous email dated 23 June 2023 which is attached for your reference. Please note the link in that email. You will need to contact Companies House directly regarding the issue of the address registered for DIGICERT SSL LTD. CNA@ipo.gov.uk is the email address for the Company Names Tribunal. We are not able to make any changes to address details within the Tribunal. The applicant in these proceedings has been copied into this email for information purposes.

On 12 August 2023, the applicant contacted the tribunal in response to its letter dated 20 July 2023 to advise that it agreed to the application being suspended and requested that Stephen Otieno also be joined to the proceedings. No response was received from the primary respondent or co-respondent.

On 31 August 2023, the Tribunal wrote to Stephen Otieno to inform them that the applicant had requested that they be joined to the proceedings. The letter sent to Stephen Otieno by Royal Mail “Special Delivery” was returned “not at this address”. No comments were received from Stephen Otieno in relation to this request. As such, on 10 October 2023, Stephen Otieno was joined as a co-respondent.

On 10 October 2023, the parties were advised that proceedings were suspended for a period of two months pending the outcome of the application to strike-off the company. The letters sent to the primary respondent by standard mail were returned “not at this address”. The letter sent to Stephen Otieno by Royal Mail “Special Delivery” was returned “not at this address”. The letters sent to Christine Njoki Wambui by Royal Mail “Special Delivery” and by standard mail were returned “not at this address”.

On 21 November 2023, Companies House register showed the status of the respondent company as dissolved.

On 27 December 2023, the Tribunal wrote to the parties to advise that the respondent company was dissolved and the parties were given a period of two weeks to state whether they agreed to the case being closed. In response, the applicant, in their email dated 10 January 2024, objected to the case being closed, stating as follows:

We refer to your letter dated 27 December 2023 and note that the above company has now been dissolved. We had previously requested that an Order was issued against both the former and present directors of the company, namely Christine Wambui and Stephen Otieno. Notwithstanding that the company is now dissolved, if the proceedings are closed without a decision then the Complainant will not have had the opportunity for an Order to be issued against the above directors. The Complainant considers such an Order to be highly important in case the directors were to misappropriate rights of the Complainant in the future. We therefore request that the Tribunal proceed to issue an Order against both Christine Wambui and Stephen Otieno, before closing the case.….

No response was received from the primary respondent or co-respondents.

On 9 February 2024, the parties were advised that the adjudicator had considered the objections raised by the applicant and had determined these proceedings should continue and a formal decision be issued. 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. The parties were advised that in the absence of any request for a hearing within 14 days, the adjudicator would proceed to issue an order. 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) DIGICERT SSL 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) DIGICERT SSL LTD, Christine Njoki Wambui and Stephen Otieno 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.

DIGICERT, INC., having been successful, would normally be entitled to a contribution towards its costs. However, the applicant has confirmed that it did not contact 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 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 7 March 2024

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. ↩