Waterloo Housing Group Limited v Waterloo Housing Limited
| Case Outcome | Application Successful |
| Respondent | Waterloo Housing Limited |
| Registration Number | 11598104 |
| Date | 12 February 2020 |
| Court | Company Names Tribunal (EW) |
| Administrative Decision Number | O/086/20,11598104 |
In the matter of application No. 1863 by Waterloo Housing Group Limited
For a change to the company name of Waterloo Housing Limited, company registration 1598104.
1. Company 11598104 (“the primary respondent”) was incorporated on 1 October 2018 with the name WATERLOO HOUSING LIMITED. This name has caused Waterloo Housing Group Limited (“the applicant”) to make an application to this Tribunal, on 10 October 2018, under section 69 of the Companies Act 2006 (“the Act”).
2. 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.
3. At the request of the applicant, one of the primary respondent’s directors, Andrew Palmer, was joined to the proceedings under the provisions of section 69(3) of the Act. Mr Palmer was given notice of this request and an opportunity to comment or to object. At a Case Management Conference (“CMC”) held before an Adjudicator on 15 January 2019 in which the further conduct of these proceedings was discussed, Mr Palmer accepted that he should be joined to the proceedings and confirmed he understood the potential costs consequences in this regard.
4. The applicant claims that the name associated with it is Waterloo Housing Group Limited. It explains that:
[It] has just completed a merger with another housing association to form a new group called Platform Housing Group. As part of this process we wish to change our name to Waterloo Housing Limited. We have notified our many customers of the imminent name change, as required, prior to the registration of new Rules with the FCA.
5. In relation to its goodwill/reputation under the name relied upon, the applicant states:
We are a long established housing association and registered provider of social housing, registered with the Regulator of Social Housing. We own 27,000 affordable housing properties located across the midlands. We are a registered society, registered with the FCA under the Co-Operative and Community Benefits Scheme Act 2014 (Reg No. 7737). We provide an important service to the community and vulnerable people. As a result of this merger we planned to rename Waterloo Housing Group Limited as it is now a subsidiary of Platform Housing Group and it is therefore important to drop the word “Group” from the Waterloo name to avoid confusion to stakeholders.
6. The applicant further states:
The company that has been set up in the name of Waterloo Housing Limited has been set up entirely for vexatious purposes and not to provide housing. The other companies listed as being owned by its sole director have no housing purpose, and could potentially damage the reputation of ourselves as a charitable housing provider. The existence of this other company over which we have no control also makes us potentially more vulnerable to fraudulent activity.
7. The applicant explains that it also objects to the company name WATERLOO HOUSING LIMITED because:
An individual has intercepted a letter we have sent to our customers, advising them of the landlord name change and, for what appears to be entirely vexatious purposes formed a new company also called Waterloo Housing Ltd…We wish to protest about this company formation and call it (sic) to be deleted from the register of companies because:
(a) the name is too close to that of our existing company registered with the FCA…and so if it were to be used for trading, would cause confusion to stakeholders of Waterloo Housing Group Limited.
(b) it has been set up with the intention to deliberately disrupt the legitimate business of our significant charitable enterprise which provides an essential community service and for no other reason whatsoever.
(c) the company has been formed for vexatious purposes and should not have been registered by Companies House.”
8. The applicant requests that the primary respondent “be struck off for the reasons highlighted.” In an official letter of 24 October 2018, the tribunal advised the applicant that the relief it sought was “not within the tribunal’s remit.” Having indicated that on 5 October 2018 it warned the primary respondent that if it did not change its name legal proceedings would commence, the applicant seeks its costs. Attached to the Form CNA1 are two documents. Although not provided in the normal evidential format, as the Form CNA1 is signed by Andrew Bush and contains a confirmation that the “facts stated in this notice are true”, we shall bear them in mind. They consist of what appears to be an undated organisation chart (which refers to “waterloo housing group”) and an undated draft letter, the latter of which Mr Bush states was “sent to all customers at the end of September 2018” which is entitled “Confirmation of changes to Waterloo Housing Group’s structure” which, it explains, will come into effect on 1 October 2018 and adds:
…this will need to be made payable to Waterloo Housing Limited, as the Waterloo name will change slightly from this date to reflect that we will be joining Platform Housing Group.
9. The primary respondent filed a notice of defence, signed by Mr Palmer which was subsequently amended following the CMC mentioned above. Attached to the original and amended Forms CNA2 were a number of documents. Once again, these were not filed as evidence in these proceedings. However, like Mr Bush, Mr Palmer has signed the Form CNA2 and confirmed the facts stated are true. As a consequence, we have read all these documents and have borne their contents in mind in reaching a conclusion. While we do not consider it necessary to record all of Mr Palmer’s comments here, what follows gives a flavour of the primary respondent’s position.
10. The following question appears in the Form CNA2: “State which of the allegations in the statement of grounds you agree with and which you deny”. In response, inter alia, Mr Palmer states:
Firstly, I wholeheartedly disagree with the claim that we asked anybody for any financial gain…We have incurred costs ourselves, we have one contract and all invoices are up to date. We are running our company in a proper and legal manner…If a time comes we will inform [the applicant] if we no longer require the company and I will allow them to deal with the shareholders. We are not out to harm [the applicant].
11. In response to the question: “State which of the allegations you are unable to admit or deny and which you require the applicant to prove”, inter alia, Mr Palmer states:
I would just like to clarify I have never intercepted any letter…I kindly ask [this tribunal] to dismiss [the applicant’s] application and they maybe can easily set-up a company in their own location, for example, Waterloo Housing (Solihull) Limited or (West Midland)….
12. The primary respondent relies upon defences based upon sections 69(4)(a), (b) and (e) of the Act (shown above).
13. Despite the parties being very well-known to one another, at the CMC, Mr Palmer explained that he required the applicant to provide evidence of its goodwill/reputation in the name and field of business referred to in its Form CNA1 and confirmed he accepted the costs consequences in this regard.
14. Neither party is professionally represented. Only the applicant filed evidence. The parties were asked if they wanted a decision to be made following a hearing or from the papers. Neither side chose to be heard nor did they elect to file written submissions in lieu of attendance.
Evidence The applicant’s evidence15. The applicant’s evidence consists of a witness statement from Andrew Martin Bush. Although Mr Bush does not identify the position he holds at the applicant in his statement, an email sent by him to the tribunal on 8 January 2019 contains the following “AD Governance and Policy/Company Secretary”. Mr Bush explains that, inter alia, he provides:
1…evidence as a genuine and true record of examples of Waterloo Housing Group Limited goodwill and reputation…
16. Item 1 consists of six pages. Mr Bush describes it as follows:
Financial Conduct Authority (FCA) Registration of Rule Amendment for Waterloo Housing Group Limited in accordance with the Co-Operative...
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