The extensive rewrite of UK company law in 2006 created the Companies Names Tribunal to adjudicate disputes concerning opportunistic company name registrations. Since December 2008 there have been over 100 adjudications, all of which - until now - have been in favour of the applicant.

Facts

On 23 March 2009 Zurich Insurance Company applied to the tribunal adjudicator for a change of name in respect of the company name ‘Zurich Investments Limited’, registered under Number 03025539. Zurich Insurance argued that the company name in question was identical to its own ‘Zurich’ name, save for the word ‘investments’, which was descriptive. It claimed that the company name in question was suffi ciently similar to its own name that its use in the United Kingdom was likely to be misleading by suggesting a business connection between the two entities.1 In order to succeed, Zurich Insurance had to establish that (i) it had goodwill in the ‘Zurich’ company name, and (ii) this goodwill existed at the date of the application – in this case, 23 March 2009.

Decision

On the basis of the evidence presented by Zurich Insurance, the adjudicator concluded that as of 23 March 2009, Zurich Insurance had a commercially signifi cant reputation and had goodwill in respect of the word ‘Zurich’ for the provision of insurance and other related fi nancial services.

The adjudicator found that the company name ‘Zurich Investments Limited’ was not the same as the name ‘Zurich’, but that the names were suffi ciently similar to mislead by suggesting a connection between the two companies.

Zurich Investments had fi ve defences available.2 It was successful on the basis that the name had been registered in good faith.3

The adjudicator noted that the issue of good faith turns on the respondent’s motivation and knowledge when the company name was registered. Zurich Investments’ evidence was that it had fi rst adopted the company name in 1989 (when it registered a now dissolved Isle of Man company), intending to trade in a different area from that of Zurich Insurance. In 1995, following the dissolution of the Isle of Man company, a new Zurich Investments was incorporated in the United Kingdom under Number 03027313. At around the same time, a separate company was incorporated under Number 03025539. On 13 August 2009 the two companies simultaneously changed their names, the company under Number 03025539 changing to ‘Zurich Investments Limited’. The Adjudicator found that the same controlling minds had been behind the Isle of Man company and the present Zurich Investments company.

The adjudicator held that there was no evidence to suggest that the Zurich Investments companies had not been incorporated in good faith. The adjudicator noted that:

  • at that time of the Isle of Man registration, Zurich Investments had no knowledge of Zurich Insurance  
  • at the time of the fi rst UK registration in 1995, Zurich Insurance’s goodwill was more established than it was in 1989, but it was not as well established as at present  
  • in respect of the second UK registration in 2009, the adjudicator held that this was the result of a swap of two company names, which was nothing more than an administrative process and therefore was not in bad faith.  

Therefore, the objection to the ‘Zurich Investments Limited’ company name was dismissed.  

Comment  

It remains to be seen whether Zurich Insurance will appeal to the High Court and whether this new procedure turns out to be merely a fi rst stage of the litigation process. This is Zurich Insurance’s third decision from the adjudicator - it was successful in having the names of Zurich Financial Special Risk Ltd4 and Zurich Consulting Group Ltd5 changed.

The number of decisions and the overwhelming predominance of successful complaints shows that the Companies Names Tribunal is fulfi lling its purpose of removing opportunistic registrations. However, this case shows that where a similar name is adopted by a company for genuine reasons, that company’s rights can be protected.