International Business Machines Corporation v IBMS Group Limited
| Case Outcome | Respondent successful |
| Respondent | IBMS Group Limited |
| Date | 31 July 2018 |
| Registration Number | 10507507 |
| Court | Company Names Tribunal (EW) |
| Administrative Decision Number | 10507507,O/473/18 |
In the matter of application No. 1387 by International Business Machines Corporation
For a change of company name of registration No. 10507507
Background-
This is a decision on costs against which there is, under section 74 of the Companies Act 2006 (“the Act”), no right of appeal.
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The company name IBMS Group Limited (“the primary respondent”) has been registered since 2 December 2016 under number 10507507. By an application filed on 17 February 2017, International Business Machines Corporation (“the applicant”) applied for a change of name of this registration under the provisions of section 69(1) of the Act. The application form stated that the applicant had contacted the primary respondent on 4 January 2017 at its registered address and that the applicant’s letter had been returned.
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The Company Names Tribunal served the application on the primary respondent at its registered office, Kemp House, 160 City Road, London EC1V 2NX, on 3 March 2017, in accordance with rule 3(2).
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The copy of the application was sent by Royal Mail special delivery. It was returned, undelivered. A copy of the application was then sent by ordinary post. Following correspondence between the primary respondent and the Tribunal, which it is not necessary to document in detail, it transpired that the Kemp House address was out of date. The Kemp House address belonged to the company formation agents. The primary respondent updated its registered address at Companies House on 12 April 2017 and was allowed to defend its company name registration against the applicant’s complaint.
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The primary respondent’s counterstatement, filed on 3 May 2017, contained the following:
“…the name “IBMS” was chosen by its director, Steven Sharratt, to honour his late father, Ian Bruce Mark Sharratt…”.
A copy of the death certificate for Mr Sharratt’s father was attached to the counterstatement, showing these to be the names of the late Mr Sharratt.
6. The counterstatement went on to state:
(k) The Respondent was formed as a holding company to develop commercial renewable energy projects, beginning with the design and build of an anaerobic digestion (“AD”) plant in Surrey, for which purpose a specil project vehicle called DBE Energy Limited was incorporated on 15 December 2016 and statement of capital showing IBMS Group Limited as the only member and Mr Sharratt as the sole director are attached.
(l) Since then, the Respondent has entered into funding and joint venture agreements in respect of the Surrey plant with two other parties, as a result of which DBE Energy Limited is now owned jointly by a new company (in which IBMS Group Limited holds 50% of the shares) and an investment company. DBE Energy Limited is due to start building within the next few weeks an AD facility at a large eco-development to process food waste and convert it into bio-methane for energy.
(m) The relevant property and construction agreements are substantially agreed and due to be completed within the next couple of weeks. Pending completion, details of the parties to and location of the project are confidential and commercially sensitive. Redacted copies of the project documents (which are copious) can be provided to the Tribunal if required.
(n) This is clearly a very different field of business from the one in which the Applicant operates and in which it claims to have established goodwill and reputation in the name “IBM”. Further, IBMS Group Limited’s field of business is even more remote, being limited to the holding of shares in and the supply of staff and operational management services to DBE Energy Limited and, it is hoped, subsequent special project vehicles in the AD field.
(1) The Respondent has been operating under the name “IBMS Group Limited” since December 2016 and detailed in paragraph 1, sub-paragraphs (4) (k) - (m) above. It has incurred substantial costs and liabilities in starting up, estimated to amount to more than £30,000 to date and are continuing to be incurred on a daily basis.
(2) As detailed in paragraph 1, sub-paragraph (4) above, the name “IBMS Group Limited” was clearly adopted by the Respondent in good faith. The initials “IBMS” are those of its founding director’s late father, Ian Bruce Mark Sharratt. It never crossed Mr Sharratt’s mind that the use of those initials could be linked with the Applicant in any way.
(3) For the reasons detailed in paragraph 1, sub-paragraph (4) above, the interests of the Applicant are not adversely affected by the Respondent’s use of the name “IBMS Group Limited” to any significant extent or not at all.
(4) The Applicant has not made any allegation under section 69 (5) of the Companies Act 2006. It is confirmed, for the avoidance of any...
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