Central Association of Nigerians in the UK (CANUK) Consular Education and Welfare Section v Central Association of Nigerians in the UK (CANUK)
| Case Outcome | Application successful |
| Respondent | Central Association of Nigerians in the UK (CANUK) |
| Registration Number | 10692181 |
| Date | 08 January 2020 |
| Court | Company Names Tribunal (EW) |
| Administrative Decision Number | 10692181,O/008/20 |
In the matter of application No. 1535
For a change of company name of registration No. 10692181
Introduction1.The Central Association of Nigerians in the United Kingdom (“CANUK”) was established in 2005. According to its constitution, the role of the organisation is:
“…to unite the plethora of Nigerian societies, bodies, unions and organisations under one all-embracing umbrella organisation with a view to ensuring that whenever and wherever appropriate, the welfare, views, and community interests of Nigerians in the United Kingdom are represented in a manner which is harmonious, organised, and cogent thereby giving a common forum and united voice to an expression of pride and hope for a positive Nigeria.”
2.The persons involved in these proceedings are, or have been, closely involved in the activities of CANUK, who appear to have become bitterly divided. Given that the organisation was formed to help unite Nigerian groups in the UK, it is a matter of great regret that this dispute has arisen, and that attempts to settle it by mediation and negotiations have failed.
3.The matter comes before us by way of an application filed on 8th August 2017 (“the relevant date”) by CANUK under section 69 of the Companies Act 2006, which 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 would be likely to mislead 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 its members may be joined as respondents.
(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) that the company
(i) is operating under the name, or
(ii) is proposing to do so and has incurred substantial start-up costs in preparation, or
(iii) was formerly operating under the name and is now dormant; or
(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 anysignificant extent. If none of those is shown, the objection shall be upheld.
(5) If the facts mentioned in subsection (4)(a), (b) 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.”
4.According to the records of Companies House, company number 10692181 was incorporated on 27th March 2017 under the name ‘CENTRAL ASSOCIATION OF NIGERIANS IN THE UK (CANUK)’. Pastor Peter Omoragbon is a director. Mr Godwin Forson is the secretary. They are co-respondents. The company itself is the primary respondent.
5.CANUK’s formal name is ‘Central Association of Nigerians in the United KIngdom (CANUK)’. It is an unincorporated association. This is the organisation whose constitution is mentioned in paragraph 1 above. For ease of reference, we shall call it “the applicant.” We shall call the company it complains about “the primary respondent.”
6.The applicant claims that:
- it was established in 2005 by the Nigerian High Commission;
- it has been operating since its inception;
- it operates on a not-for-profit basis in the field of reconciliation and unity welfare of Nigerians resident in the UK, encouraging regional engagement and providing social activities, legal advice, counselling and cultural activities;
- it is an umbrella organisation of various Nigerian associations based in the UK;
- the officers of the primary respondent were immediate past executive officers of the applicant;
- the officers of the primary respondent were privy to discussions about incorporating a not-for-profit company;
- by incorporating a company with the name of the applicant, the officers of the primary respondent acted in breach of trust, as well as in breach of their fiduciary duty to the applicant;
- the primary respondent was incorporated out of malicious intent to block the applicant from registering the name
7.At the same time as filing the application under s.69 of the Act, the applicant filed a copy of a communication dated 15th June 2017 on CANUK headed notepaper from a party identifying itself as company number 10692181. This was addressed to “delegates” and discussed events at the Nigerian High Commission on 27th May 2017. It complained about breaches of the constitution of CANUK (the unincorporated association) and attacked the legitimacy of elections held at that meeting. It went on to announce, “The Birth of a new CANUK.” The writers claimed to be the custodians of “the AUTHENTIC CANUK REGISTERED with Companies House” and suggested that the “Boma led Executive Committee” lacked the legal right to represent CANUK, partly because it did not have “the instrument of legality.” The communication continued that until what the writers saw as constitutional elections took place they “..would continue to operate a parallel CANUK with all instruments of legality.”
8.The communication further stated that the AUTHENTIC CANUK was busy putting together activities, such as a Family Fun Day for the first week of August 2017, an Immigration Surgery in September 2017, and confirmed that the Disability Fun Day would continue “as usual.”
9.Also attached to the application under s.69 of the Act was a copy of an undated “Public Disclaimer” from CANUK addressed to “All members of the Nigerian Community in the UK.” The communication stated that it had come to CANUK’s attention that “a group of individuals have formed a company and have been trading/operating/posing under the name CANUK, registered company 10692181”, as well as various other names such as CANUK NIGERIA and ANUK. The disclaimer made it clear that CANUK was not responsible for any financial dealings with these organisations. It was signed by the Chairman (Dr Boma Douglas), General Secretary and Legal Adviser to CANUK.
10.The applicant asks for a number of forms of relief, including:
(1) Striking the primary respondent off the register of companies;
(2) Debarring the persons responsible for the company from registering again;
(3) Sanctions for misconduct and intent to mislead the public;
(4) An order for a change of the primary respondent’s name;
(5) An order to cease any affiliation with the applicant and its title;
(6) Costs
11.The adjudicators’ powers under s.73 of the Companies Act are limited to points (2), (4) and (6). Therefore, we have no power to consider claims (1), (3) and (5).
12.The primary respondent filed a defence denying the applicant’s grounds for an order changing the company name etc. We note, in particular, that the primary respondent:
- denied that the applicant is an association, stating that its membership and mandate to make this claim are unknown;
- claimed that the applicant appears to be a group attempting to break away from it and seeking to use the tribunal to destabilise it following a failed attempt by some members to wrest control of the company at an EGM held in May 2017;
- denied that the primary respondent was formed out of malice or with the intention of bringing the applicant into dispute;
- denied being aware of any good work carried out by the applicant since 2005;
- denied that there was an intention to block the applicant from registering the name;
- denied that officers of the primary respondent were previously officers of the applicant, claiming instead that they were officers of the primary respondent, prior to its incorporation as a company;
- denied the claims of breach of trust and fiduciary duty
13.The primary respondent indicated that it also relied on the following defences under s.69(4) of the Act:
(1) That the company name was registered before the commencement of the activities relied on to show goodwill or reputation;
(2) That the company is operating under the name;
(3) That the name was adopted in good faith;
(4) That the interests of the applicant are not adversely affected to any significant extent.
14.The applicant is represented by J Benson, Solicitors. The respondents are represented by the Chambers of Mr O A Ogunbiyi. A hearing took place on 9th December 2019 at which Dr Anton van Dellen appeared as the applicant’s counsel. Mr Ogunbiyi appeared on behalf of the respondents.
The evidence15.The applicant’s evidence consists of a witness statement by Dr Boma Douglas dated 23rd January 2018, which has 5 exhibits. Dr Douglas has been Chairman of the applicant’s organisation since May 2017. However, he appears to have been involved in CANUK for longer. He unsuccessfully stood for election to Chairman in April 2015[footnote 1]. On that occasion, Mr Babatunde Loye was elected instead.
16.According to Dr Douglas, Peter Omaragbon, a director of the primary respondent, was the Financial Secretary of the applicant between 2013 and the time of Dr Douglas’ election in May 2017. Another of the primary respondent’s officers, Mr Godson Forson, was the Social Secretary of the applicant’s group. These claims are borne out by copies of the minutes of CANUK’s 2015 and 2016 AGMs in evidence[footnote 2].
17.Dr Douglas says that prior to the AGM held on 14th May 2016, the previous Chairman and executive...
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