Decision

Decision on Morgan Stanley France Ltd

Updated 26 November 2018

Order under the Companies Act 2006

In the matter of application No. 1674

For a change of company name of registration No. 08139236

Decision

The company name MORGAN STANLEY FRANCE LTD has been registered since 11 July 2012 under number 08139236.

By an application filed on 29 January 2018, MORGAN STANLEY 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 20 March 2018, 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. It was returned “addressee unknown”. A copy of the application was then sent by ordinary post.

On the same date the Tribunal wrote to Mr Jonathan Pruzan to inform him that the applicant had requested that he be joined to the proceedings. The initial letter was returned as “addressee unknown” and so the letter was reissued via ordinary post. No response was received from him in relation to the request that he be joined to the proceedings. On 23 April 2018, Mr Pruzan was joined as a co-respondent (once again the letter was returned). On 5 July 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 this matter, if they so wished. No request for a hearing was made. Further, the letter was returned as ‘addressee gone away’.

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) MORGAN STANLEY FRANCE 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) MORGAN STANLEY FRANCE LTD and JONATHAN PRUZAN 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.

MORGAN STANLEY did not request its costs in its statement of case. As such, and in line with paragraph 10.4 of the Tribunal’s Practice Direction, I make no award of costs in its favour.

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 27 September 2018

Mark King
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.