Decision

Decision on Stardes Ltd

Published 14 November 2025

Companies Act 2006

In the matter of application no. 4855 by Eddie Stobart Limited for a change to the company name of Stardes Ltd, company registration no. 14984976.

1. Company number 14984976 (“the primary respondent”) was incorporated on 6 July 2023 with the name STARDES LTD. The nature of its business is recorded on the Companies House website under SIC code 49410 (Freight transport by road).

2. On 14 February 2024, Eddie Stobart Limited (“the applicant”) filed an application to this Tribunal for a change of name of the primary respondent’s registration under section 69 of the Companies Act 2006 (“the Act”). It submits:

Eddie Stobart Limited (ESL) is the owner of the name Stardes that was purchased by ESL from Stardes Limited under an Asset Purchase Agreement on 31 March 2023. ESL has been using the name Stardes since then and has been providing transportation services to its customers with the lorrys [sic] that have the name Stardes on it…The name Stardes has been in use since 1980 and carries significant value. The associated reputation enables ESL to retain existing blue chip customers and attract new ones.

3. The applicant claims to have acquired goodwill and reputation in STARDES LTD for ‘logistic services – freight transport by road’.

4. Under section 69(1)(b) the applicant claims that use of the name Stardes Ltd for Freight transport by road is likely to cause confusion in the minds of the public who will think that business is associated with or connected to Eddie Stobart Limited and the Stardes transport operation it carries out.

5. The applicant confirms that it contacted the primary respondent before making the application. It states that it informed the respondent by letter on 12 December 2023 and 22 January 2024 of its intention to issue proceedings against the company in the absence of written undertakings to change its company name.

6. The applicant requested that Anthony John Nichols, a director of the primary respondent, be joined to the proceedings. He was subsequently joined to the proceedings by a letter dated 16 October 2025.

7. The primary respondent filed a notice of defence and counterstatement on 5 July 2024. It denies all of the allegations and relies on a defence that the name was adopted in good faith. In particular, the primary respondent says:

I purchased the company name Stardes Ltd through my accountants…on 6 July 2023 [sic] from Companies House, which had been freely available to purchase since 4 April 2023.

8. The primary respondent submits that it purchased the company name with the intention of starting a transport company, ‘in the near future’. It further submits:

Furthermore, I have ascertained that they purchased the company assets of Stardes Ltd, but it would appear that they did not do their Due Dilligence correctly and confirm that they had purchased the company name, which is not my fault.

9. The applicant filed evidence in the form of a witness statement from David Simpson, a director of the applicant, dated 21 October 2024. It is accompanied by two exhibits, which are, an asset purchase agreement for the purchase of Stardes Ltd by the applicant and prints of some facebook posts made by the applicant, after the purchase of Stardes Ltd. I shall refer to these later in my decision, to the extent that I deem necessary.

10. The primary respondent did not file any evidence.

11. The applicant is represented by its senior legal counsel, Ian Mannering. The primary respondent is represented by its director, Anthony Nichols. Neither side requested a hearing, nor did they file final written submissions. Both sides seek an award of costs.

Decision

12. Section 69 of the Act is as follows:

(1) A person (‘the applicant’) may object to a company’s registered name on the ground-
(a) that it is the same as a name associated with the applicant in which he has goodwill, or
(b) that it is sufficiently similar to such a name that its use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the company and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The company concerned shall be the primary respondent to the application.
Any of the following may be joined as respondents-
(a) any member or person who was a member at the time at which the name was registered;
(b) any director or person who was a director at the time at which the name was registered.

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show-
(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or
(b) [Repealed]
(c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business; or
(d) that the name was adopted in good faith; or
(e) that the interests of the applicant are not adversely affected to any significant extent.
If none of those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a) … or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section ‘goodwill’ includes reputation of any description.

13. If the primary respondent defends the application, as here, the applicant must establish that it has goodwill or reputation in relation to a name that is the same, or sufficiently similar, to that of the primary respondent’s company name, suggesting a connection between the parties. Only if this burden is discharged is it then necessary to consider if the primary respondent can rely upon defences under section 69(4) of the Act. The relevant date for assessing whether the applicant has goodwill is the date of application to this Tribunal. In these proceedings, that is 14 February 2024.

Botanica Agriculture and Extraction Limited v Botanica Limited [2022] EWHC 2957 (Ch) at [13]-[15].

Goodwill

14. Section 69(7) of the Act defines goodwill as a “reputation of any description”. An applicant’s claim to goodwill may be admitted or denied, or the primary respondent may put the applicant to proof. It is a requirement under Rule 3(5) of the Company Names Adjudicator Rules 2008 (“the Rules”) that the primary respondent say which allegations are admitted or denied and which allegations it can neither admit nor deny and which it requires the applicant to prove. Whether an applicant has goodwill or not is a matter that should be addressed in the form CNA2.

15. Question 1 of the form asks the primary respondent to State which of the allegations in the statement of grounds you agree with and which you deny. The primary respondent said, “I disagree with the statement made by Ian Mannering of Eddie Stobart Ltd.”

16. Question 2 of the form asks the primary respondent to State which of the allegations you are unable to admit or deny and which you require the applicant to prove. The primary respondent said (reproduced as written):

I disagree with all of there statements, they have Re-Branded the company name to Eventor and they no longer have the Stardes branding on any of their trailers…

17. Later, in the same paragraph the primary respondent says (reproduced as written):

Their statement item 4, why would you re-Brand Stardes which has a significant reputation etc etc

18. And:

Item 5, Eddie Stobart has discovered that I have registered the company Name Stardes Ltd that’s because it was available on Companies house, and bearing in mind that you had released a press statement saying you were rebranding Stardes to Eventor, so what was the problem, in my eyes it was freely available for anyone to purchase.

19. And:

Item 6, no confusion on my part because you were not using the name Stardes, you had re-branded, and I don’t think this would cause confusion in the minds of the public or have any damaging effect.
Item 7, No one is passing off, if they find this unacceptable they should not have re-branded the Stardes name to Eventor, and I find the whole thing a bit ambiguous.
Finally, changing the name to Eventor was a big mistake for Eddie Stobart in my view, because the public have no idea who Eventor are, thus causing more confusion.

20. In his evidence for the applicant, David Simpson provides the following background to the applicant’s ownership of Stardes:

“8. Eddie Stobart Limited entered into an Asset Purchase Agreement (“APA”) with Stardes Limited (company number 01524038 ) on 31st March 2023 (the extract of which can be found in Exhibit 1). Stardes Limited was incorporated in 1980. Goodwill and significant reputation attached to this name in the freight transport by road industry, specifically in relation to events-related transport services. This acquisition further enhanced Eventor’s capabilities and enabled the Applicant to provide an even more comprehensive service to the Applicant`s actual and prospective clients within the music industry, exhibitions, roadshows and one-off shows sectors. Trading under the name Stardes would attract customers in the music, events and exhibition sector allowing the business to grow.”

“9. The Applicant purchased from Stardes Limited, amongst other things, the business name Stardes and as such, is the legal owner of that name. The Applicant also purchased the Business Contracts from Stardes as well which means all agreed services were and will be carried out by the Applicant on or after the date of purchase.”

STARDES LIMITED, company number 1524038, changed its name to DHS AND SPS LIMITED on 4 April 2023.

21. The applicant has provided a copy of an asset purchase agreement, dated 31 March 2023. It is for the sale of Stardes Ltd to Eddie Stobart Limited. The business is described as ‘transportation services for live music and entertainment events carried on by the seller at the effective time’. The sale includes all assets, including goodwill, fixed assets, moveable assets, benefits of the contracts, the business name, records, business intellectual property rights and domain names.

22. Mr Simpson states that after the purchase:

“11. The Applicant regularly posted on the Eventor Facebook page and then shared onto the Stardes Facebook page. The Applicant has stopped using the Stardes Facebook page but still retains it. The Stardes domain name is also owned by the Applicant.”

23. The second exhibit attached to Mr Simpson’s witness statement comprises facebook posts of trucks photographed at gigs and music events. The posts are made on Eventor UK. The first example is dated 30 June 2023. It shows a blue DAF truck with STARDES on the front in white capital letters with a white zigzag design on the side of the cab. Five yellow stars appear on the side of the truck body. It is parked in front of a large tent at the Down the Rabbit Hole Festival. The accompanying text reads, “The sun is shining and we are kick starting the weekend @dtrh_festival for #Joeybada$$.”

24. The second post, dated 7 July 2023, shows the same style blue truck with STARDES on the front in white capital letters. It is parked next to a large tent. The accompanying text reads: “#twodoorcinemaclub ready to perform at the iconic #crystalpalace”.

25. The third post, dated 9 July 2023, shows the same style blue and white STARDES truck outside Castlefield Bowl for ‘#twodoorcinemaclub’.

26. The fourth post, dated 19 July 2023, reads: “Views for days…Stardes on its way to Italy and Greece with The Hives, supporting Arctic Monkeys.” The same blue truck, with STARDES in white capital letters on the front, is shown parked in a large outdoor arena, with mountains in the background.

27. The fifth post is dated 27 July 2023 and shows the same style truck, though the word STARDES on the front is not visible as the photograph is taken from the side. The designs on the side of the truck are the same as those shown in the previous posts. It reads: “#TwoDoorCinemaClub tour continues…TruckFestival, Scarborough Spa and La Corunia!”

28. The final post is dated 26 October 2023 and shows an unbranded blue truck outside the Utilita arena in Cardiff. It reads: ‘Out on the road for #Gabrielle and spotted in #Cardiff’.

29. The primary respondent’s pleadings are somewhat contradictory as to the existence of any goodwill or reputation in Stardes. It seems to me, from reading everything together, that the primary respondent accepts, at least, that there was goodwill/reputation in the Stardes brand, though it clearly thinks that the applicant has abandoned any Stardes goodwill by re-branding to Eventor at some point after March 2023.

30. I reach this finding in particular because the primary respondent questions why the applicant would re-brand Stardes, as it has a ‘significant reputation’, which I find to be a fairly clear statement of acceptance. In addition, the respondent says Eddie Stobbart has made a mistake rebranding to Eventor as no-one knows who Eventor are, which suggests people did know who STARDES were.

31. In addition, the respondent’s own evidence contains information that lends further support to the fact that there is some acceptance of the existence of goodwill/reputation in the Stardes name. This takes the form of documents attached to the CNA2 (not filed in evidential form). The second of these is an email sent from the respondent’s email address to the same respondent’s email address. Mr Nichols describes its content as, “…remarks made on Linkin from the Managing Director…of another events company…about an email he received.” The date for this exhibit is not clear as Mr Nichols has taken a screen shot of the comment, which does not include the date, and emailed it to himself, so the email date is contemporaneous with his defence, rather than indicative of when the comment was made. The comment reads (reproduced as written):

Just got an e-mail from Eventor (Eddie Stobart Ltd) saying they are rebranding Stardes trucking Sheffield to Eventor which hasn’t taken them long. Such a shame such an iconic brand with those immaculate blue trucks will be lost forever…

32. If I am wrong in my conclusion that the respondent accepts some goodwill in Stardes prior to the rebrand by the applicant, then I turn to the applicant’s evidence, though again, this is not as helpful as it could be. All financial information from the asset purchase agreement has been redacted, so I have no idea of the value of the company at the time of sale. That said, the contract clearly included all of the physical assets of the Stardes company, which would include at least the trucks, and it also included the ongoing business in the form of contracts entered into but not yet performed. The fact that the applicant continued the Stardes business after its purchase of the same is supported by the facebook posts that clearly show that the applicant continued using STARDES branded vehicles, at least in the months immediately following the purchase of STARDES LIMITED. The posts show STARDES branded trucks providing transportation for musicians at major international arenas and festivals. Given the likely cost and complexity of these logistical services, they are likely to have been arranged prior to the purchase of STARDES LIMITED, by the applicant, but even if I am wrong in that, they clearly show an ongoing business under the STARDES name following the applicant’s purchase in March 2023. Consequently, I find the applicant’s goodwill was extant prior to the relevant date of 14 February 2024.

33. Taking account of all of my findings above, I find the applicant’s goodwill is made out for the STARDES name in respect of transportation by road.

The parties’ names

34. Section 69(1)(b) requires that the names at issue must be sufficiently similar to one another that the use in the United Kingdom or elsewhere of the contested company name would be likely to mislead members of the public by suggesting a connection between the parties. The applicant relies on STARDES LTD (purchased on 23 March 2023 and subsequently renamed). The primary respondent’s contested company name is STARDES LTD.

35. These are clearly identical names.

Defence

36. The primary respondent relies on a single defence under section 69(4)(d), that the name was adopted in good faith.

37. When relying on this defence the onus is on the primary respondent to show that the contested name was adopted in good faith. Section 69(4)(d) reverses the usual persuasive and evidential burden in civil law cases where good faith will normally be presumed and bad faith must be proven by the person alleging it. Once the primary respondent establishes a prima facie case that the name was adopted in good faith, it is for the applicant to rebut it. The relevant date for assessing the defence is the date on which the name was adopted, in this case the date of incorporation, i.e. 6 July 2023.

38. The following principles in relation to good faith can be extracted from the judgments of the Privy Council in Barlow Clowes v Eurotrust International Ltd and the Court of Appeal in England and Wales in Niru Battery Manufacturing v Milestone Trading Ltd
a) Good faith is not displayed by a failure to act in a commercially acceptable way or by certain kinds of sharp practice which fall short of outright dishonesty or by dishonesty itself: see Niru Battery at [164];
b) There is a combined subjective/objective approach to the honesty of a party’s behaviour. This involves (i) a consideration of what the party knew at the time of a transaction and (ii) how that party’s action would be viewed by applying normally acceptable standards of commercial behaviour: Barlow Clowes at [15] to [18] and [28] to [32].

[2005] UKPC 37

[2003] EWCA Civ 1446

39. The primary respondent’s statement in support of its defence of good faith is that the company name (Stardes Ltd) was freely available to purchase by anyone from Companies House, since 4 April 2023, and it would not have been available to purchase if Eddie Stobart Ltd had registered their interest. There are references in the defence to the applicant not carrying out due diligence and in having made a mistake by rebranding the Stardes business. Mr Nichols goes on to say he cannot understand how this company name was available for sale on Companies House. He also submits that the company name was not registered for financial gain.

40. The applicant’s witness, Mr Simpson, submits that he learned from a former Eventor driver that Anthony Nichols (a former driver for STARDES LIMITED) had registered the company name STARDES LTD. He says:

” 13. Following research carried out by the Applicant, it was identified that the Respondent incorporated its company on 6 July 2023. This happened after 31 March 2023, when the Applicant purchased the assets of Stardes Limited and following the announcement by the Applicant of such purchase.”

41. Mr Nichols has not responded to Mr Simpson’s statement that he is a former driver for Stardes Ltd (being the company purchased by the applicant on 31 March 2023).

42. Mr Nichols has included an email dated 22 December 2023, attached to the CNA2, in which he wrote to the applicant in the following terms:

I acknowledge that Culina and Eddie Stobart are a successful and reputable company and a lot of employee’s enjoy working there, so if you would like to use Stardes Ltd name, I’m open to negotiations if you wish to purchase the said company Stardes Ltd.

43. Mr Nichols and the primary respondent appear to be operating under the misapprehension that they have registered STARDES LTD as a company name and that is the end of the matter.

44. There are several reasons why this is not correct. Firstly, there is no requirement that an applicant before this tribunal must have a registered company name. In other words, whether or not Eddie Stobart Ltd has a company name registration for Stardes Ltd is irrelevant.

45. Secondly, the claim that the company name STARDES LTD was made available for purchase by Companies House cannot be correct. Company names are registered at Companies House, but company names are not sold by them.

46. It is also worth noting that company names that are registered can be quite closely similar to each other and do not give intellectual property rights to the owner. Companies House website makes clear that when applying for a company name an applicant must bear in mind that, “If your name is too similar to another company’s name or trade mark you may have to change it if someone makes a complaint.”

See the guidance on the website for Companies House, ‘Setting up a limited company; step by step.

47. Mr Nichols has not given an account of how the name Stardes Ltd was chosen for the primary respondent and that in itself is sufficient for me to find that the respondent cannot rely on the good faith defence, as the burden is on them to show they have acted in good faith.

48. I also find there are factors that point away from the filing being made in good faith.  Mr Nichols has not responded to the applicant’s claim that he was a former driver for STARDES LIMITED, despite him having had periods in which to file evidence and in which to make submissions. In addition, Mr Nichols stated his intention in filing the company name was to start a transportation business ‘in the near future’ and further claimed that the registration was not made for financial gain. Five months after filing the contested company name registration, Mr Nichols offered to sell the STARDES LTD company name to the applicant.

49. In short, the respondent cannot rely on the good faith defence.

Outcome

50. The defence based upon section 69(4)(d) of the Act fails and the application succeeds.

51. Therefore, in accordance with section 73(1) of the Act, I make the following order:

(a) STARDES LTD shall change its name within one month of the date of this order to one that is not an offending name;

(b) STARDES LTD and Anthony John Nichols each shall:

(i) take such steps as are within its 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.

52. In accordance with section 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.

53. In any event, if no such change is made within one month of the date of this order, the Company Names Tribunal 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.

54. All respondents, including the co-respondents, have a legal duty under section 73(1)(b)(ii) of the Act 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

55. The applicant has been successful and is entitled to a contribution towards its costs, in accordance with the scale published at paragraph 10.1 of the Tribunal’s practice direction. The award has been calculated as follows:

£300 for preparing a statement and considering the other side’s statement

£500 for preparing evidence

£400 for official costs (CNA1)

£150 for official costs (CNA3)


£1350 in total

56. I therefore order STARDES LTD and Anthony John Nichols, jointly and severally, to pay Eddie Stobart Ltd the sum of £1350. This sum is to be paid within 21 days of the period allowed for appeal or, if there is an appeal, within 21 days of the conclusion of the appeal proceedings (subject to any order of the appellate tribunal).

Appeal

57. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold the application. There is no separate right of appeal in relation to costs.

58. Any notice of appeal must be given within one month of the date of this decision. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.

59. The Tribunal must be advised if an appeal is lodged so that implementation of the order is suspended.

Dated 7 November 2025

Al Skilton
Company Names Adjudicator