Decision

Decision on Edmond De Rothschild International Limited

Updated 20 December 2021

Order under the Companies Act 2006

In the matter of application No. 3418

For a change of company name of registration No. 13196925

Decision

The company name EDMOND DE ROTHSCHILD INTERNATIONAL LIMITED has been registered since 11 February 2021 under number 13196925.

By an application filed on 25 February 2021, EDMOND DE ROTHSCHILD ASSET MANAGEMENT (UK) LIMITED 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 26 April 2021, 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. On 26 April 2021, the Tribunal wrote to Stuart Morrison to inform him that the applicant had requested that he be joined to the proceedings. The letter sent to Stuart Morrison by Royal Mail “Signed for” service was returned “not called for”. No comments were received from Stuart Morrison in relation to this request. On 29 July 2021, Stuart Morrison was joined as a co-respondent. On 29 July 2021, 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 letter sent to the co-respondent by Royal Mail “Signed For” service was returned “address unknown”. 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) EDMOND DE ROTHSCHILD INTERNATIONAL 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) EDMOND DE ROTHSCHILD INTERNATIONAL LIMITED and Stuart Morrison 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.

EDMOND DE ROTHSCHILD ASSET MANAGEMENT (UK) LIMITED, having been successful, would normally be entitled to a contribution towards its costs. However, although the applicant had provided notice to the respondent prior to making the application, on 10 September 2021 the adjudicator issued a preliminary view that the notice provided was not considered adequate. This is because the applicant had confirmed that they had contacted the respondent by letter dated 17 February 2021, and delivered by hand on 17 February 2021 and the CNA1 application was filed on 25 February 2021. The parties were granted a period of two weeks to request a hearing in relation to this matter, if they so wished.

Following comments received from the applicant on 17 September 2021, the parties were notified that the preliminary view issued on 10 September 2021 was overturned and a costs award would be made. The parties were granted a period of two weeks to request a hearing in relation to this matter, if they so wished. No request for a hearing was made.

I order EDMOND DE ROTHSCHILD INTERNATIONAL LIMITED and Stuart Morrison, being jointly and severally liable, to pay EDMOND DE ROTHSCHILD ASSET MANAGEMENT (UK) LIMITED 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 20 October 2021

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. ↩