Decision

Decision on Orgacado Limited

Published 9 July 2025

Order under the Companies Act 2006

In the matter of application No. 5319

For a change of company name of registration No. 11206069

Decision

The company name ORGACADO LIMITED has been registered since 14 February 2018 under number 11206069.

By an application filed on 27 February 2025, OCADO INNOVATION LIMITED applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).

Relevant to the serving of the application on the respondent, at paragraph 6 of its Form CNA1, (“Are there any court proceedings? if so provide details here”) the applicant states:

Yes. A final injunction has been issued against Orgacado Ltd and its sole director and shareholder, Dr Kalibala, restraining them from further trade mark infringment and passing off, including in particular using “the word “Orgacado” or any confusingly similar word in relation to…any business or company name” (see para 2(g) of the sealed Order of Deputy District Judge Solomon, dated 21 February 2025 at (Exhibit 1).

On 26 March 2025, the Tribunal contacted the applicant by letter and acknowledged receipt of its form CNA1 adding:

The Tribunal notes that judgement has been obtained and an injunction issued prohibiting the use of “Orgacado” in a company name.

In such circumstances, the appropriate course appears to be to apply to the courts for the enforcement of the injunction, rather than proceedings with the Company Names Tribunal. The Tribunal therefore proposes to refund the CNA1 absent any reasons to the contrary.

If you consider that the CNA1 should be served despite the injunction, you should give full reasons within 14 days of the date of this letter, i.e., on or before 09 April 2025.

In response, in a letter sent by email dated 31 March 2025, the applicant stated that for the reasons set out, it considered the application should be served to the respondent regardless of the injunction dated 21 February 2025. In its letter, the applicant states:

First, the Order does not contain a mandatory injunction which would compel the Defendants to take any positive steps to remove the name “Orgacado Ltd” from the Companies House register. Instead, it only contains a negative injunction requiring the Defendants not to do certain things. Nor does the Order empower Companies House to take any steps. Accordingly, enforcement of the Order would not result in the removal of the name from the Companies House register. In short, there is no overlap in the relief which has been obtained in the High Court and the relief now sought from the Company Names Tribunal.

The adjudicator considered the applicants submission and decided that these proceedings should continue.

As such, a copy of this application was sent to the primary respondent’s registered office on 15 April 2025, 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. The tribunal’s serving letter referred to the applicant’s letter dated 31 March 2025 and advised that in view of the applicant’s comments the tribunal considered it appropriate to serve the form CNA1. It also advised that certain comments by the applicant regarding earlier decisions of the trade marks tribunal and Appointed Person had been noted but that the rule in Hollington v Hewthorn [1943] KB 587 applied and goodwill must be proven in these proceedings. On 15 April 2025, the Tribunal wrote to Dr Robert James Kalibala to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Dr Robert James Kalibala in relation to this request. On 27 May 2025, Dr Robert James Kalibala was joined as a co-respondent. On 27 May 2025, 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) ORGACADO 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) ORGACADO LIMITED and Dr Robert James Kalibala 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.

OCADO INNOVATION LIMITED, having been successful, is entitled to a contribution towards its costs. I order ORGACADO LIMITED and Dr Robert James Kalibala, being jointly and severally liable, to pay OCADO INNOVATION 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 3 July 2025

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. ↩