Decision

Decision on Formula1 Teamwear Limited

Published 22 March 2024

Order under the Companies Act 2006

In the matter of application No. 4575

For a change of company name of registration No. 06738324

Decision

The company name FORMULA1 TEAMWEAR LIMITED has been registered since 31 August 2008 under number 06738324.

By an application filed on 16 November 2023, FORMULA ONE MANAGEMENT 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 29 November 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 23 January 2024, 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. No request for a hearing was made.

The primary respondent did not file a defence within the one 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) FORMULA1 TEAMWEAR 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) FORMULA1 TEAMWEAR LIMITED 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.

The applicant is requesting its costs. In response to question 7 of form CNA1 (“Did you warn the company that if it did not change its name that you would start legal proceedings against it? If ‘yes’ when did you warn the company?”), the applicant states:

Yes. The company has been provided with several letters over a long period of time notifying the Company of the Applicant’s rights. Please note however, as set out further below, that the Company has not had any directors since 7 October 2019. Consequently, no such letters have been sent to the Company recently.

Also relevant to the applicant’s request for costs is paragraph 13 of its form CNA1 where it states:

… letters were sent to the Company to notify them of their breach of the agreements and to notify the company again of the Formula 1 companies’ goodwill and registered rights. Letters have been sent to the Company relating to this, more than ten years ago. Annex 1 encloses some of the letters which have been sent by the Formula 1 Companies and on behalf of Formula 1 companies to the company and ex-director of the company, Mr Peter Davis.

The applicant’s Annex 1 contains copies of letters to the respondent dated 26 April 2012, 13 December 2012, and 24 January 2013.

The Tribunal considers it a reasonable expectation on the part of the respondent that the action before the Tribunal was not going to be followed through because it was ten years since the applicant had warned of impending action and no action had been taken in that time. The onus was on the applicant to notify the respondent prior to filing its form CNA1 in November 2023. The applicant has stated its reason for not providing more recent notice was because there had been no director in the respondent company since October 2019. The Tribunal considers the absence of a director in the respondent company is an internal issue for the respondent and bearing in mind there is an obligation upon a registered company to make arrangements to receive business communication, if it is unable to do so, this would be a matter for the respondent. It is the Tribunal’s view that the absence of a director should not have prevented the applicant from contacting the respondent company more recently prior to filing their application. In the circumstances, an award of costs to the applicant is not considered appropriate.

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 19 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. ↩