Meridian Cooling Ltd v Meridian Heating and Cooling Limited
| Case Outcome | Respondent successful |
| Respondent | Meridian Heating and Cooling Limited |
| Registration Number | 10046734 and 20048292 |
| Administrative Decision Number | 10046734 and 20048292,O/513/18 |
| Court | Company Names Tribunal (EW) |
| Date | 22 August 2018 |
Consolidated proceedings in the matter of application nos 1384 & 1385 by Meridian Cooling Ltd, for a change to the company names of Meridian Heating and Cooling Limited (10046734) and Meridian Heating and Cooling Solutions Limited (10048292)
- Company no. 10046734 was incorporated on 7 March 2016 with the name Meridian Heating and Cooling Limited. Company no. 10048292 was incorporated on 8 March 2016 with the name Meridian Heating and Cooling Solutions Limited. I will refer to both these companies as the primary respondents.
2. The above names caused Meridian Cooling Ltd (“the applicant”) to make applications to this Tribunal, on 22 February 2017, under section 69 of the Companies Act 2006 (“the Act”).
3. Section 69 of the Act states:
(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 or directors 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 any significant extent.
If none of these 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. At the request of the applicant, a director and secretary of the primary respondents (Ms Suzanne Hedges, now, following marriage, Ms Lovell) was joined to the proceedings under the provisions of section 69(3) of the Act. Ms Lovell was given notice of this request and an opportunity to comment or to object. The Tribunal received no comments or objections and she was subsequently joined to the proceedings as a co-respondent.
5. The applicant states that the name associated with it is MERIDIAN COOLING LTD. It states that it has traded under that name since 2005 in the Bournemouth and Poole area, initially in relation to the installation and servicing of air conditioning units, but subsequently in relation to a wider range of services. The applicant explains that it objects to the primary respondents’ names because if they traded under them this would cause confusion and diversion of trade.
6. The applicant indicates that it is claiming costs and states that it wrote to the primary respondents on 26 August 2016 in order to “avoid the necessity for this application”[s].
7. The primary respondents filed notices of defence, which included reliance on some of the specific defences provided for by section 69(4) of the Act. Rather than summarise the nature of the defence now, it is better to return to it below when we set out some more of the context to this dispute.
8. In these proceedings, the applicant is represented by Humphries Kirk LLP, the primary respondents by Allsop, Durn & Dearlove. Both sides filed evidence. The parties were asked if they wished for a decision to be made following a hearing or from the papers. Neither side chose to be heard, but both filed written submissions in lieu of attendance at a hearing. We make this decision after having carefully read all the papers filed by the parties.
EvidenceThe witnesses
9. The primary respondents’ evidence was given by Ms Lovell. The applicant’s evidence was given by Mr Simon Purches, a director of the applicant. Another of the applicant’s directors, Shaun du Feu, also gave evidence, but his evidence is little different to that of Mr Purches. Rather than summarise the evidence on a piecemeal basis, we set out below what appears to us to be the main issues that are pertinent to the proceedings; we do, however, confirm that all of the evidence has been carefully considered in reaching our decision.
The early history of the applicant10. It is clear, and undisputed, that the controlling mind of the applicant is Mr Purches. He began trading in 2005. He was acquainted with an individual named Kevin Lovell who, since 2003, had been operating a business under the name Meridian Ventilation Systems Limited. It was agreed between the two that Mr Purches could start to operate a business from the same property that Mr Lovell was operating from. Mr Purches says that this was for a mutually beneficial purpose (with Mr Lovell seeing a benefit in having an air conditioning business on site) and that any assistance given to him by Mr Lovell was limited. Ms Lovell states that Mr Purches was allowed onsite as a goodwill gesture and she describes a greater level of assistance given to him by Mr Lovell and his company than that described by Mr Purches.
11. Mr Purches states that he moved out of Mr Lovell’s premises as he secured his own premises; he states that there was no falling out with Mr Lovell. However, he does not explain why he choose a name with Meridian in it, a word which appeared in Mr Lovell’s company name. Ms Lovell states that Mr Purches was asked to leave because Mr Lovell had discovered attempts to entice his customers and staff away from him, in order for Mr Purches to set up his own business. Either way, Mr Purches clearly moved on, and he incorporated the applicant company on 14 September 2005 and carried on trading under that name.
Ongoing trade by the applicant12. Mr Purches provides a number of pieces of evidence demonstrating the ongoing trade of the applicant. We do not consider it necessary to summarise that evidence in detail because Ms Lovell accepts in her evidence that the applicant has been trading since 2005 and does not dispute that it has acquired goodwill in its name. We do note from Mr Purches’ evidence various case studies, and website prints, which show that the services offered by the applicant, whilst primarily being in the field of air conditioning, also relate to the provision/installation of ventilation systems.
The registering of the primary respondents’ names13. Ms Lovell explains that Sam Lovell, Kevin Lovell’s son, qualified as an air conditioning and refrigeration engineer. After gaining his qualification and experience in the field, he formed a company called Meridian Air Conditioning Limited along with his fiancée at the time, now his wife, Ms Lovell. Ms Lovell does not say when this was, but from the public records of Companies House, the company was incorporated on 12 August 2013. Kevin Lovell was appointed a director of this company. It is explained that it was only natural for the company name to include the word Meridian given that Kevin Lovell’s company had already been established in the field for over 14 years; this is described as taking the family businesses’ name, but specifying it more towards air conditioning. This is, of course, not one of the company names the subject of this dispute, but Ms Lovell goes on to discuss those names as set out below.
14. Ms Lovell states that the primary respondents’ names were chosen to “deny other persons the ability to use that name in order to confuse them with the company [Meridian Ventilation Systems Limited or Meridian Air Conditioning Limited – the Lovells’ companies] and therefore to affect their goodwill and custom”. Ms Lovell states a number of times that the primary respondents are dormant companies and that they have never traded and never will. She states that there is no malice or desire to defraud as it is not trading or advertising.
15. Mr Purches states that the primary respondents’ must have been fully aware of the applicant’s name yet chose names that were in close proximity to it and must be fully aware of the likelihood of misleading the public.
Confusion16. Mr Purches states that there has been actual confusion with the applicant and Meridian Air Conditioning Limited. He identifies four companies who were confused and states that several thought that a new shop opened by Meridian Air Conditioning Limited was actually the applicant’s shop. He states that he has also been contacted by third parties following internet searches being conducted who have been confused by the similar names.
17. Ms Lovell states that what is referred to above is not relevant because the confusion was not with the primary respondents. She states that there is bound to be some...
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