Decision

Decision on Virgin Roofing Ltd Limited

Published 21 May 2024

Order under the Companies Act 2006

In the matter of application No. 4558

For a change of company name of registration No. SC782064

Decision

The company name VIRGIN ROOFING LTD LIMITED has been registered since 11 September 2023 under number SC782064.

By an application filed on 10 November 2023, VIRGIN ENTERPRISES 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 20 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. It was returned “not collected” and “not at this address” respectively. On 20 November 2023, the Tribunal wrote to Darrell Hardy to inform them that the applicant had requested that they be joined to the proceedings. The letters sent to Darrell Hardy were returned “not collected”. No comments were received from Darrell Hardy in relation to this request. On 21 February 2024, Darrell Hardy was joined as a co-respondent. On 21 February 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 two 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) VIRGIN ROOFING LTD 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) VIRGIN ROOFING LTD LIMITED and Darrell Hardy 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.

VIRGIN ENTERPRISES LIMITED, having been successful, would normally be entitled to a contribution towards its costs. However, on 10 April 2024, the Tribunal issued a preliminary view that no award of costs will be made as the applicant did not provide notice prior to making the application as per 10.4.1 of the Company Names Tribunal: Practice direction. This is because the applicant has stated that they had previously written to the primary respondent’s Director, but this was in relation to two other companies; (company numbers SC753851 and SC757614) that the director had incorporated using the VIRGIN name, both of which were the subject of applications before the Tribunal. The Tribunal considered this does not comply with the requirements of 10.4.1 of the Company Names Tribunal: Practice direction. 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.

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 15 May 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. ↩