Decision

Decision on Microsoft Network Partners Ltd

Updated 20 December 2018

Order under the Companies Act 2006

In the matter of application No. 1767.

For a change of company name of registration No. 11135539.

Decision

The company name MICROSOFT NETWORK PARTNERS LTD has been registered since 5 January 2018 under number 11135539.

By an application filed on 7 June 2018, Microsoft Corporation & Microsoft Limited, jointly 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 28 June 2018, 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” delivery. On the same date, the Tribunal wrote to Psul [that is how the name is recorded on the website of Companies House] White to inform him that the applicant had requested that he be joined to the proceedings. On 20 July 2018, all of these letters were returned to the Tribunal marked “Return to Sender”. They were reissued by ordinary post on 21 July 2018 and, on 13 August 2018 were, once again, returned to the Tribunal marked “Return to Sender.”

As no comments were received from Mr White in relation to the above request, on 13 August 2018, he was joined as a co-respondent. Also on 13 August 2018, 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 these matters, if they so wished. No request for a hearing was made. On 15 August 2018, the letters sent to the primary respondent and Mr White were, once again, returned to the Tribunal marked “Return to Sender”; these letters were reissued on, inter alia, 17 September 2018. The letter sent to the primary respondent was returned to the Tribunal on 1 October 2018, reissued on 4 October 2018 and returned to the Tribunal marked “Return to Sender” on 9 October 2018; the letter of 17 September 2018 sent to Mr White has not been returned to the Tribunal.

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) MICROSOFT NETWORK PARTNERS 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) MICROSOFT NETWORK PARTNERS LTD and Psul White each shall:

(i) take such steps as are within their power to make, or facilitate the making, of that change;

(ii) not to 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.

Costs

Microsoft Corporation & Microsoft Limited having been successful, are entitled to a contribution towards their costs. I order MICROSOFT NETWORK PARTNERS LTD and Psul White, being jointly and severally liable, to pay to Microsoft Corporation & Microsoft Limited (jointly) 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 26 October 2018

Christopher Bowen
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. ↩