Mr Simon Dhillon v Amaani London Limited
| Case Outcome | Respondent successful |
| Respondent | Amaani London Limited |
| Registration Number | 10108476 |
| Date | 02 August 2018 |
| Court | Company Names Tribunal (EW) |
| Administrative Decision Number | 10108476,O/477/18 |
In the matter of application No. 1376.
For a change of company name of registration No. 10108476.
Background, Claims and Defences1. Mr Simon Dhillon claims that Amaani Limited is a name associated with him. He claims that there is goodwill and reputation attached to the name of this company which trades in hand embroidered fabrics.
2. Mr Dhillon claims to have been trading under Amaani since 2010. Initially he traded as a sole trader. Later, in June 2013, he incorporated a company called Amaani London Limited (company No.8562669) through which he continued to trade. According to Mr Dhillon, some “accounting difficulties” led to that company being struck of the register and dissolved on 20 January 2015. Mr Dhillon incorporated Amaani Limited (company number 9402925) three days later, on 23 January 2015. Mr Dhillon is the sole director and shareholder. He claims to have continued the fabric business through his new company.
3. Mr Dhillon claims that although they had met in the past, he became re-acquainted with Mr Deepinder Bains in December 2014 when they shared a flight from Birmingham to Gibraltar. Thereafter the two men became friends and made business trips together to Morocco, where Amaani Limited has a retail outlet. However, in or around September 2015, they started to fall out and by March 2016 their relationship had broken down. Mr Dhillon accuses Mr Bains of hacking his Facebook account (through which he conducts business) and stealing his goods and his clients.
4. In September 2016, Mr Dhillon applied to register a new company with the name Amaani London Limited. However, his application was rejected because a company with this name already existed under company number 10108476 (“the primary respondent”). He subsequently found out that Mr Bains had incorporated the primary respondent on 7 April 2016.
5. Mr Dhillon objects to the registration of the primary respondent because
…this is causing total confusion in the market and Mr Bains is pretending to be me and my company name is getting tarnished by his behaviour. He is misleading clients in the market constantly and has a history of copyright abuse.
6. Mr Dhillon asks us to remove the name Amaani London Limited from Mr Bains.
7. When making his application, Mr Dhillon requested that Mr Bains be joined to these proceedings as a co-respondent. An order has been made to that effect.
8. For his part, Mr Bains accepts that he was once an aide and a friend to Mr Dhillon. He says that he used skills developed during his career as a Senior Project Manager with the Royal Mail to assist Mr Dhillon with his venture. He claims that the ‘Amaani Ltd’ Facebook page was initially opened with his email address and telephone number. However, he denies stealing money from Mr Dhillon or impersonating him to take his clients.
9. Mr Bains claims that prior to the incorporation of the primary respondent, he reached an agreement with Mr Raj Chaouhan, the owner of Amaani Couture Ltd in India, which has supplied fabrics to both parties. They agreed that the Indian company would supply fabrics to him. Mr Bains says that he decided to call the primary respondent Amaani London Limited because it would be selling goods made by Amaani Couture Limited.
10. In addition, Mr Bains claims that:
- Amaani is a common name of Asian/Arabic origin;
- the word ‘Amaani’ has been used by several companies, both dissolved and current;
- [His] Amaani London imited set up an Instagram account, a Facebook page and a website and within 6 months generated a “significant” amount of business from the Facebook page;
- the primary respondent’s clients are being served by Mr Bains, not the applicant;
- the name Amaani London Limited was adopted in good faith
11. Mr Bains denies that:
- the applicant has goodwill associated with the name Amaani Limited;
- the name of the primary respondent is confusing or in any way misleading • the applicant’s interests are not adversely affected to any significant extent
12. Both sides seek an award of costs.
Representation13. The applicant is represented by Freeths LLP. The respondents are represented by Nelsons, solicitors. Neither side asked to be heard. Consequently, we have made this decision on the written evidence and arguments presented to us.
The evidence14. The applicant’s evidence consists of two witness statements by Simon Dhillon with 28 exhibits. The respondent’s evidence consists of a witness statement by Deepinder Bains with one exhibit. We have read all the evidence.
The relevant law15. Section 69 of the Companies Act 2006 (“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 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 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.”
The applicant’s goodwill and reputation16. The requirement in s.69(1) of the Act is that the primary respondent’s name “..is the same as a name associated with the applicant in which he has goodwill.” Mr Dhillon’s evidence is that he traded under Amaani as a sole trader prior to 2013, at which point the same business was continued by Amaani London Limited (company No.8562669). In these circumstances it will usually be inferred that any goodwill that existed was transferred to the company along with the business previously conducted by the sole trader. Amaani London Limited was dissolved in January 2015. According to Mr Dhillon, the goodwill associated with the company belonged to him. However, it is clear from the evidence that the company was trading under its own name and had its own bank account.[footnote 1] And, as the respondents point out, s.1012 of the Act states the assets of a dissolved company become bona vacantia and therefore the property of the Crown.
17. This means that the applicant cannot claim the benefit of any goodwill owned by Amaani London Limited (company No.8562669). We therefore find it unnecessary to examine in detail the applicant’s claim to own a relevant goodwill resulting from the business conducted by that company.
18. Mr Dhillon’s business is based on a trade in hand-made bridal dresses. Up until 2015 these dresses were sourced in India. Since then some of them appear to have been sourced in the UK.[footnote 2] Mr Dhillon says that many of the customers for these dresses are bridal outlets and beauticians who purchase the dresses and then rent them out to their customers as part of a bridal service. It is common ground that due to the style of the dresses they naturally appeal more to people of Arabic background. Consistent with this, the applicant’s only retail outlet is located in Tangiers, Morocco. Further, Amaani Limited’s Facebook page is predominantly in French.[footnote 3] Similarly, the only recognition of the Amaani name in evidence is in Mabrouk Style Magazine, which featured Amaani dresses in 2015. This is a fashion magazine for Arabic women in the Netherlands, Belgium and Luxembourg.
19. Mr Dhillon claims that in September 2017 the Facebook page of Amaani Limited had over 80k followers. In November 2015 it had 15k followers. Mr Dhillon therefore estimates that at the date when the primary respondent was incorporated in April 2016, it had around 35k followers. However, as the respondents point out, there is no evidence as to where these followers were located. It seems likely that most of them were located in French speaking countries with significant Arabic populations.
20. In order to bring a claim under s.69(1) of the Act it is necessary to establish goodwill in the UK (which includes reputation of any description) not simply that the applicant is based in the UK. Mr Dhillon claims that his companies’ trade extends to the UK. In this connection he points to a Distribution Agreement dated July 2013 between Amaani London Limited (company No.8562669) and a distributor based in Surrey.[footnote 4] The territory covered by the agreement is stated as being the UK. The distributor agreed to promote the Amaani name and distribute the products in the UK. Amaani Limited made 5 sales to an address in Surrey between February 2015 and February 2016 covering £20k worth of sarees and related clothing items.[footnote 5] It seems likely that these were sales...
To continue reading
Request your trial