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Companies Act 2006

In the matter of application no. 3761 for a change of company name registration no. 13647221

1. The company name RESOLVE CAPITAL GROUP LIMITED (鈥渢he primary respondent鈥�) has been registered since 28 September 2021 under number 13647221. An objection to the name was filed on 27 January 2022 by ReSolve Capital Partners Limited, ReSolve Capital 5 Limited and ReSolve Capital LLP (鈥渢he applicants鈥�) under s. 69 of the Companies Act 2006 (鈥渢he Act鈥�), which reads:

鈥�69. (1) A person (鈥渢he applicant鈥�) may object to a company鈥檚 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 鈥済oodwill鈥� includes reputation of any description.

2. Mr Awais Ahmad, who is a director of the primary respondent, was joined to the proceedings as a co-respondent in accordance with s. 69(3) of the Act.

3. The applicants claim that they have goodwill associated with the name 鈥淩esolve Capital Group鈥�. At question 11 of the application form, they also say:

ReSolve Captial [sic] Partners LLP was incorporated on 6 October 2007 (OC331916); ReSolve Capital Partners Limited was incorporated on 10 June 2018 (11407231) and ReSolve Capital 5 Limited (08762392) incorporated on 5 November 2013. These companies are part of a larger group of 鈥淩eSolve鈥� companies which are controlled primarily by Cameron Gunn and Mark Supperstone. There are approximately 12 鈥淩eSolve鈥� companies owned and operated within this group all of which are registerd [sic] at Companies House.

4. At question 12 of the form, the applicants state (reproduced as written):

The ReSolve Capital Partners companies are experienced investors who have been assisting organisations for over 15 years through the currently listed companies, and through additional 鈥淩eSolve Capital鈥� companies which had been set up for specific ventures and subsequnelty dssoved (for example- ReSolve Capital 3 Limited and ReSolve Capital 6 Limited. The companies have access to funds of circa 拢100m to invest, although typical investments range from 拢1m to 拢20m in a single transaction.

The companies are well regarded and award winning turnaround specialists.

Included in the wider ReSolve group are professional advisory firm which includes insolvency practitioners dealing with restructuring; corporate finance; corporate simplification; and investment.

The nature of the Applicant鈥檚 business is to resolve problems within organisations, hence the name.

5. The reasons for the objection to the company name are as follows (again reproduced as written):

鈥� 1. A search of 鈥淩esolve Capital Group鈥� in google brings up nothing in respect of Resolve Capital Group Limited. The first entry (unsponsored) is for the Applicant. The only information for Resolve Capital Group Limited is a link to Companies House. Accordingly, it would be easy to assume that Resolve Capital Group Limited is affiliated or connected to teh Applicant whereas it is not.

2. The website for the ReSolve group of companies is www.resolvegroupuk.com which again could confuse someone into believing that they are dealing with the Applicant. Whilst there is reference to a 鈥淩esolve Capital Group, that is clearly an American company.

The address used by the Company and the Director appears to be that of an estate agent 鈥� AP Morgan Estate Agents and Companies House refers to a share exchange with AP Morgan Group Limited鈥�.

6. The applicants also state that there is a 鈥済reat risk鈥� that people would assume that the primary respondent is associated with 鈥渢he Applicant鈥� and that there is therefore potential for fraud and confusion. The applicants ask for an order requiring the primary respondent to change its name to a name which does not include 鈥淩esolve鈥�.

7. The primary respondent filed a notice of defence (form CNA2) denying the applicant鈥檚 grounds. It relies on the defences under ss. 69(4)(b), (d) and (e) of the Act. I will return to the detail of the defence shortly.

8. Neither party is professionally represented. Both parties 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. The applicants filed written submissions in lieu of a hearing, which I will bear in mind. This decision is taken following a careful reading of all of the papers.

9.Both parties seek an award of costs.

Case management

10. A case management conference (鈥淐MC鈥�) was held before me on 30 November 2022 in relation to the admissibility of the evidence filed by the respondents and an application to file additional evidence. For the reasons given in my letter to the parties of the same date, which I adopt here, I allowed the respondents to regularise their evidence and I admitted the second witness statement of Mr Ahmad.

Evidence

11. The applicants filed evidence consisting of two witness statements, with exhibits, from Mark Supperstone, a Director of the applicant companies. The second of these was filed in reply to the respondents鈥� evidence. Mr Supperstone gives a very limited account of the applicants鈥� activities; most of his evidence concerns pre-action correspondence between the parties and the primary respondent鈥檚 business/internet presence.

12. The applicants鈥� form CNA1 also includes a number of attachments. As the form is signed by Cameron Gunn and includes a statement of truth, the documents filed with the form are his evidence. Most of his evidence is duplicated in Mr Supperstone鈥檚 evidence; a print of Google search results may have a different date (it is not possible to make it out) but otherwise appears identical.

13. For the respondents, two witness statements were filed by Awais Ahmad, the co-respondent and Director of the primary respondent. The second of these was a response to the applicants鈥� reply evidence. In consequence of amendments permitted at the CMC, despite originally being dated on 27 September 2022 and 26 October 2022, the admitted witness statements are both dated 1 December 2022. However, as the statement originally filed in October is clearly marked 鈥渟econd statement of Awais Ahmad鈥�, I will refer to this statement as 鈥淎hmad 2鈥� and the other statement as 鈥淎hmad 1鈥�. A number of documents are also attached to the defence, which contains a statement of truth and is signed by Mr Ahmad. These documents are his evidence, which I will take into account. Mr Ahmad鈥檚 evidence relates to the primary respondent鈥檚 business and the steps taken at the setting up of the company. He also filed evidence concerning the applicants鈥� website and branding, as well as some third-party use of 鈥渞esolve鈥� or variations thereof.

14. I have read all of the evidence. I will refer to it as necessary in the course of this decision.

Goodwill

15. S. 69(7) of the Act defines goodwill as a 鈥渞eputation of any description鈥�. An applicant鈥檚 claim to goodwill may be admitted or denied, or the primary respondent may put the applicant to proof. It is a requirement under rule 3(5) of the Company Names Adjudicator Rules 2008 (鈥渢he Rules鈥�) that the primary respondent say which allegations are admitted or denied and which allegations it can neither admit nor deny and which it requires the applicant(s) to prove. Whether an applicant has goodwill or not is a matter which should be addressed in the form CNA2. There are two relevant questions on the form. The first is 鈥渟tate which of the allegations in the statement of grounds you agree with and which you deny鈥�. The response given in this case is as follows (reproduced as written, save that references to exhibits have been removed):

鈥�1). The complainant鈥檚 firm is Re-Solve or as they present it ReSolve Capital Partners and ours is Resolve Capital Group, fundamentally they are different words altogether. Theirs (Re Solve) means 鈥渢o find a solution again鈥� ours is Resolve which means 鈥渄etermination鈥�. The idea they would be confused is therefore optimistic at best.

2). The google search claim is false a search made for 鈥渞esolve capital group鈥� show 3 entries for us, 2 results for American firms and 2 for the complainant鈥檚 firm in the first 6 organic entries and the the map listing. The address used by us is that of our head office which also houses our firms namely AP Morgan, Chapter Law and Morgan Financial Services.

3). Our branding is distinctively different in form text and color to the complainants and as such there is very little chance of the two being confused with one another as claimed.

4). According to the complaints website they invest in and provide support to businesses our website clears states 鈥淲e do not invest in or support external businesses but rather run and grow our homegrown portfolio of group companies鈥�

5). We have incurred great costs in setting up this business including but not limited to Web domain purchase, web development, branding and logo design, bank account opening, appointment of accountants in formation, search engine optimization, social media management amongst other things.

6). We have been known as resolve informally for many years and invested in that identity internally, proof of which is the director even purchased the car registration R350LVE for 拢1,280 in October 2014 almost 4 years before ReSolve Capital Partners Ltd was even formed.鈥�

16. The second question reads 鈥渟tate which of the allegations you are unable to admit or deny and which you require the applicant to prove鈥�. The primary respondent says in response:

1). In their communications and represenattion [sic] they claim our name creates potential for fraud and we have assumed their idenitty [sic] we would like the complainant to -prove this鈥�.

17. In my estimation, these pleadings do not put in issue the applicants鈥� claim that they have goodwill in respect of investment services. There is nothing to suggest that the primary respondent requires the applicants to prove either that they have a 鈥渞eputation of any description鈥� or that any goodwill is owned by the applicants. As the applicants have filed very limited evidence of their own business, they do not appear to have understood the existence of goodwill to be in issue.

18. There is no provision in the Rules which specifies the consequences of a failure to address a specific point in the pleadings. The position in the Civil Procedure Rules (鈥淐PR鈥�) is clear: a defendant must state which allegations they admit, which they deny and which they require the claimant to prove (CPR, 16(1)); and a defendant who fails to deal with an allegation will be taken to have admitted that allegation (CPR, 16.5(5)), unless they set out their own case in relation to the issue to which the allegation is relevant (CPR 16.5(3)) or it was clear to the other party that the point was in issue (Barclays Bank Plc v Boulter and Boulter [1999] UKHL 39). The Company Names Tribunal is not bound by the CPR. However, the provisions on counterstatements in the Rules closely follow the CPR. In light of the requirement for a defendant to state explicitly the matters which are accepted, denied or for which proof is required, there is no good reason why the approach to a counterstatement in the Company Names Tribunal should depart significantly from that under the CPR. In the absence of any mention in the counterstatement at all about the applicants鈥� goodwill and with nothing that could be construed as a challenge to their claim to own goodwill, I consider that the applicants鈥� goodwill in respect of business investment services has been accepted. However, the primary respondent does put in issue whether the goodwill attaches to the name 鈥淩esolve Capital Group鈥� as claimed.

19. The evidence shows no use at all of 鈥淩esolve Capital Group鈥� on the applicants鈥� part. My finding, for the avoidance of doubt, is that there is no evidence that the applicants have goodwill attached to the name 鈥淩esolve Capital Group鈥� and that the application based on that name must fail.

20. Nevertheless, the remaining questions of the form CNA1, reproduced above, raise the prospect that the name which ought to have been relied on is 鈥淩eSolve鈥�, 鈥淩eSolve Capital鈥� or 鈥淩eSolve Capital Partners鈥�. This appears to be recognised by the primary respondent when it says in its counterstatement that 鈥淭he complainant鈥檚 firm is Re-Solve or as they present it Re|Solve Capital Partners鈥� and refers to the applicants鈥� business as 鈥淩e Solve鈥�. I also note that the respondents鈥� evidence contains no further reference to a claim to use of 鈥淩esolve Capital Group鈥� by the applicants but that Mr Ahmad does refer to 鈥淩esolve Capital Partners鈥� and points out that 鈥淸the] Applicant鈥檚 branding is ReSolve, RE|SOLVE shown consistently as 2 words鈥�. ^{[footnote 1]} The point being made in both the CNA2 and the witness statement appears to be that the applicants鈥� use is not of the plain word 鈥淩esolve鈥� and that the differences between 鈥淩esolve Capital Group Limited鈥� on the one hand and 鈥淩e-Solve鈥�, 鈥淩eSolve鈥� or 鈥淩e|Solve Capital Partners鈥� on the other are such that the names are not sufficiently similar to engage s. 69(1); none of the respondents鈥� comments appears to call into question whether the goodwill is attached to, at least, the forms 鈥淩eSolve鈥� or 鈥淩e|Solve Capital Partners鈥�. In view of the stance taken by the parties, I will, for completeness, consider whether the application would succeed based on the name 鈥淩eSolve鈥� or 鈥淩e|Solve Capital Partners鈥�. I proceed on the basis that goodwill is accepted in relation to investment services in respect of these names.

Similarity of names

21. The applicants must establish that the company name is sufficiently similar to their own name to suggest a connection between their company and the applicant. I will consider first s. 69(1)(b), starting with the name 鈥淩eSolve鈥�. The respondents argue that 鈥淩eSolve鈥� means 鈥渢o find a solution again鈥�, whilst 鈥淩esolve鈥� means 鈥渄etermination鈥�. I do not accept this submission. I consider that that 鈥淩eSolve鈥� will be understood as a particular presentation of the word 鈥渞esolve鈥�, with the same meaning as that word, though also referencing the meaning 鈥渟olve again鈥�, which is evident if the word is broken down. Even if 鈥淩eSolve鈥� were understood as 鈥渢o find a solution again鈥�, the concept of a solution is shared by both names and their meanings would still have a significant overlap. I accept that, in certain circumstances, 鈥渞esolve鈥� may mean 鈥渞esolution鈥�. However, the word has many meanings, one of which is 鈥渢o聽find聽the聽answer聽or聽solution聽to;聽solve鈥�. ^{[footnote 2]} In the context of a company name, a significant part, if not the majority, of consumers will understand 鈥渞esolve鈥� as having the latter meaning. In any event, whatever meaning is given to 鈥渞esolve鈥� in one name is likely to be the same in the other. The differences between the names 鈥淩eSolve鈥� and 鈥淩esolve Capital Group Limited鈥� are the words 鈥淐apital Group Limited鈥�, which have a visual and aural impact, as well as the presentational difference in the first word. Notwithstanding the respondents鈥� claims that they do not offer investment services, 鈥淐apital鈥� will be understood as a reference either to a sum of money or to non-monetary property. It is therefore indicative of a business concerned with capital, whether monetary or non-monetary. 鈥淕roup鈥� will be understood as meaning that the company is part of a group of companies. 鈥淟imited鈥� is simply a designation indicating the company鈥檚 incorporated status. The names coincide in the word 鈥淩esolve鈥�/ 鈥淩eSolve鈥�. It is the only word in the applicants鈥� name and the only distinctive element of the primary respondent鈥檚 name. The different presentation of the words 鈥淩eSolve鈥� and 鈥淩esolve鈥� would be attributed to an alteration in presentation rather than the companies being different, whilst the additional words 鈥淐apital Group Limited鈥� are not sufficiently distinctive to prevent confusion or deception. My view is that these names are sufficiently similar that the primary respondent鈥檚 name is likely to mislead.

22. Although the presentation of 鈥淩e|Solve Capital Partners鈥� involves a more obvious separation between 鈥淩e鈥� and 鈥淪olve鈥�, I do not consider that it will prevent the word from being understood as a form of 鈥淩esolve鈥�. Conceptually, the meaning will be the same as the word 鈥淩esolve鈥� in the primary respondent鈥檚 name, though there is a presentational difference. Both names share the word 鈥淐apital鈥�. The words 鈥淧artners鈥� and 鈥淕roup Limited鈥� are obviously different both visually and aurally, if of little distinctive significance. The absence of distinctive elements to distinguish between the names and the likelihood that the other elements may be misremembered cause me to conclude that the names are sufficiently similar that the name 鈥淩esolve Capital Group Limited鈥� is likely to mislead.

23. I recognise that the respondents argue that investment is not part of their business. The nature of business specified for the primary respondent on the Register is 鈥淎ctivities of other holding companies not elsewhere classified鈥�. First, this could include activities of a holding company in relation to an investment group. Second, it is not usually appropriate to take into account the current activities of the primary respondent, as the indication does not constrain a company to operate only in that area and there is nothing to stop the respondents from expanding their business to the same field as the applicants. The conditions at s. 69(1)(b) are made out.

Defences

24. As the ground specified in s. 69(1)(b) is established, the onus switches to the primary respondent to establish whether it can rely on any of the defences pleaded. I consider these in turn.

The company is operating under the name (s. 69(4)(i)) or is proposing to do so and has incurred substantial start-up costs in preparation (s. 69(4)(b)(ii)), or that it was formerly operating and is now dormant (s. 69(4)(b)(iii))

25. It is not clear from the form CNA2 whether the primary respondent relies on the defence under s. 69(4)(b)(i) or (ii), or both. Reference is made to its branding and website, as well as costs. I will consider both of these defences. There appears to be no reliance on s. 69(4)(b)(iii), nor could there be: the primary respondent鈥檚 status is recorded as 鈥淎ctive鈥� on the Companies House database, meaning that the defence under s. 69(4)(b)(iii) is not available.

26. In Certo Construction Limited v Certo Construction (London) Limited, BL O/375/20, the Company Names Adjudicators stated:

鈥�33. We are mindful that the wording of the legislation is not clear as to the provisions of the Act under which this application is brought is to prevent 鈥渟quatting鈥� i.e. to prevent the registration of a company name by an entity whose main purpose in registering the name is to obtain money (or other consideration) from another party with a reputation under the name, or to prevent that party from registering the name. In particular, the powers set out in sections 69 to 73 of the Act were not intended to provide an alternative remedy to the law of trade marks or the tort of passing off.

34. Following the policy of the Act through to its logical conclusion would suggest that provided a respondent can show that it has traded under the name, (even if that amounted to passing off), that should be sufficient to make out the defence under section 69(4). That remains the case even if the primary respondent started trading after the application in issue was made, provided that trading had commenced, or substantial start-up costs had been incurred, by the time that the primary respondent came to file its Notice of defence. In any event, we will consider the position both at this date and at the earlier date of the application in issue.

27. As referred to in Certo Construction Limited, it is a defence to show that a company has incurred substantial costs in preparing to start trading. It is also a defence that a company was formerly operating under the name and is now dormant. Neither of these possible defences suggests that trading at the date of the application for a change of name is essential. S. 69(1)(b), which requires that the names are similar enough to mislead by suggesting a connection between the company and the applicant, represents a relatively low, prima facie hurdle. Commensurately, it is not necessary to apply a high threshold to the prima facie defence that the company is operating under the name, particularly as an applicant may avail itself of the proviso under s. 69(5) of the Act if any trade after the application is sham. Nor is it necessary to apply a high threshold to the defence that the company is proposing to start operating and has incurred substantial start-up costs in preparation. Accordingly, the relevant date for considering the defences under s. 69(4)(b) is 3 March 2022, the date on which the defence form CNA2 and the counterstatement were filed.

28. Mr Ahmad鈥檚 evidence is that the primary respondent is a holding company and that it does not, therefore, directly trade. ^{[footnote 3]} The use in the Act of 鈥渙perating鈥� rather than 鈥渢rading鈥� appears to indicate wider scope for the defences under s. 69(4)(b)(i) and (ii). This is consistent with the purpose of the Act, which is to prevent company name 鈥渟quatting鈥�. In the business world, it is common for companies to be holding or umbrella companies, with the actual trade carried out by their subsidiaries. Notwithstanding the fact that the holding or umbrella companies do not themselves trade, they are still performing a legitimate commercial function in the market. In my view, it is not proper to equate 鈥渙perating鈥� with 鈥渢rading鈥� and I find that a holding company may, in principle, avail itself of the defences under s. 69(4)(b)(i) and (ii).

29. The respondents鈥� evidence is that the domain names resolvecapitalgroup.co.uk and resolvecapitalgroup.com were registered in November 2021. ^{[footnote 4]} Mr Ahmad says that the primary respondent鈥檚 email address is 鈥淍resolvecapitalgroup.co.uk鈥�. ^{[footnote 5]} Filed with the defence is what appears to be a contemporaneous Google search, which shows that a search for 鈥渞esolve capital group鈥� returns results for the resolvecapitalgroup.co.uk website. ^{[footnote 6]}

30. A print of the primary respondent鈥檚 website, also filed with and apparently contemporaneous with the defence, shows 鈥淩ESOLVE CAPITAL GROUP鈥�. The branding is consistent with the evidence concerning the website filed elsewhere in the parties鈥� evidence. It states that 鈥淩esolve Capital Group are a specialist company who have been providing professional services in the UK since 2007鈥�. It says that the company specialises in property services but also covers other business sectors and there is reference to 鈥渢he brands that operate within Resolve Capital Group鈥�. The print includes a statement that 鈥淲e do not invest in or support external businesses but rather run and grow our homegrown portfolio of group companies鈥�.

31. In addition to this, the applicants have exhibited the 鈥淎bout Us鈥� and contact form pages from resolvecapitalgroup.co.uk. ^{[footnote 7]} Under the heading 鈥淥ur Brands鈥�, three firms are listed, namely AP Morgan (estate agent and letting agent), Chapter Law (specialist property law firm) and MFS (financial services firm). 鈥淩ESOLVE CAPITAL GROUP鈥� appears at the top of the page, both in the page content itself and in the print heading. There is also a privacy policy. ^{[footnote 8]} Mr Supperstone says that the privacy policy does not relate to the primary respondent and that 鈥渢hat website was only found after an investigation which led to a twitter account in the name of 鈥楡resolve_capital鈥欌��. This appears to mean that the privacy policy was, in fact, obtained from www.chapterlaw.co.uk, which is the website identified in the first paragraph of the privacy policy. However, the policy references 鈥淩esolve Capital Group鈥� throughout and it appears in the heading at the top of each page, the latter of which appears to be provided from web data. All of these web pages have a 2022 copyright date but they appear to have been printed on 4 February 2022 (the date is written 04/02/2022 and printing dates elsewhere in Mr Supperstone鈥檚 evidence have UK formatting). This puts them before the relevant date.

32. There are also prints in the applicants鈥� evidence of the primary respondent鈥檚 Twitter account, with a joining date of December 2021 (no followers). Additionally, a print of the primary respondent鈥檚 LinkedIn page contains a post, dated three months earlier, about the 鈥渦pdated website鈥�. The page was printed on 23 May 2022. At that date, it had zero followers; no other posts are visible. ^{[footnote 9]} However, the print shows that the LinkedIn account existed in February 2022 and that there was one post, about the new website, from that date.

33. Mr Supperstone also exhibits written resolutions filed at Companies House in respect of the primary respondent, which are dated 1 October 2021 and signed by Mr Ahmad as sole member of the company. ^{[footnote 10]} In that document, it is resolved that the primary respondent will enter into a share exchange agreement with Mr Ahmad 鈥渞egarding the acquisition by the [primary respondent] of the entire issued share capital of APM Financial Services Limited in exchange for the issue of one ordinary share of 拢1 each in the [primary respondent]鈥�.

34. The respondents have provided a copy of a bank statement for the primary respondent dated November 2021. ^{[footnote 11]} This shows payments to and from other companies (鈥淎P MORGAN LE LTD鈥�, 鈥淎P MORGAN GROUP鈥� and 鈥淎P MORGAN HA LTD鈥�). It seems likely that these are companies of which Mr Ahmad is also director, given that both his evidence and the unchallenged evidence of Mr Supperstone is that Mr Ahmad is director of a number of companies with 鈥淎P MORGAN鈥� in their name. ^{[footnote 12]} A further bank statement dated after the relevant date includes payments to and from not only 鈥淎P MORGAN GROUP鈥� (and others) but from CHAPTER LAW LTD. ^{[footnote 13]}

35. The respondents also rely upon a DVLA form V778 Retention Document for registration number R350 LVE, with an issue date of 18 December 2019. ^{[footnote 14]} Mr Ahmad says that this is evidence that the primary respondent has been 鈥渒nown as resolve informally for many years and invested in that identity internally鈥�. ^{[footnote 15]}

36. The DVLA Retention Document is of no assistance. The ownership of a car registration plate, of itself, reveals nothing about the activities of a company or how it is known. The form says that 鈥淭his vehicle registration number must be assigned to a vehicle before 17.12.2029鈥�. There is also an option for 鈥渃ertificate renewal鈥�. It therefore appears that as at the issue date in December 2019, the number plate was not in use on any vehicle. Had the number plate subsequently been assigned to a vehicle, one would expect a further certificate/document confirming that assignment. It would also have been possible to provide dated photographs of the number plate affixed to a vehicle, which may have had some weight if it was a branded company vehicle. No such evidence has been provided. The fact that a V778 document can be renewed also means that the number plate may never have been affixed to a vehicle since it was purchased.

37. However, it is clear that, shortly after the primary respondent was incorporated, a resolution was passed for it to acquire shares in another of Mr Ahmad鈥檚 companies, which is consistent with its stated use as a holding company. It is also tolerably clear that, by the relevant date, the primary respondent had a website under its own name, which mentions three brands which appear to be the trading companies, along with both Twitter and LinkedIn accounts. The company name had been used in respect of a privacy policy for the Chapter Law website, whilst payments had been made between the primary respondent鈥檚 bank account and other 鈥淎P MORGAN鈥� companies. Although the precise nature of the transactions is not clear, the date of the statement indicates that they were not effected simply for these proceedings. There appears to have been very little activity on the social media pages by the relevant date but I do not consider that fatal. The remainder of the evidence is weak but, as I indicated earlier, the defence is not a high hurdle. The civil test is on the balance of probabilities and, applying that test, it seems to me likely that the primary respondent was by the relevant date operating as a holding company for other companies in the group owned by Mr Ahmad. The respondents have established a prima facie defence under s. 69(4)(b)(i).

38. The defence under s. 69(4)(b)(i) is dependent on the proviso at s. 69(5), namely that:

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.

39. There is no evidence at all that the respondents have attempted to obtain money or other consideration from the applicants, or that they have tried to prevent the applicants from registering the name. The defence under s. 69(4)(b)(i) is made out.

40. The respondents also claim that substantial costs have been incurred in preparation for trade. A requirement under s. 69(4)(b)(ii) is that the costs are 鈥渟ubstantial鈥�. The only documentary evidence of any costs is the invoice for domain name registration, dated 2 November 2021, which totals 拢17.99 inclusive of VAT. Mr Ahmad鈥檚 narrative evidence in respect of the costs incurred is as follows:

Beyond the usual company setup direct costs such as accountancy, formation and legal work etc incurred I have also incurred significant indirect costs by using existing resources from other businesses including but not limited to web design, logo and graphics, legal advice, email hosting and technology and social media. As such the indirect costs cannot be evidence by invoices however the existence of the website, graphics and socials demonstrate that the work has been done. ^{[footnote 16]}

41. I do not consider 拢17.99 to be a 鈥渟ubstantial鈥� cost. For the remaining expenses, Mr Ahmad is, in effect, requesting that the tribunal accept his assessment that the costs were substantial. However, it is for the respondents to show that the costs were substantial. They have not done so. The defence under s. 69(4)(b)(ii) is rejected.

The name was adopted in good faith (s. 69(4)(d))

42. The onus is on the respondents to show that the contested name was adopted in good faith. This is evident from the wording of s. 69(4) of the Act, which reverses the usual persuasive and evidential burdens in civil law cases where good faith will normally be presumed and bad faith must be proven by the person alleging it. Once the respondents establish a prima facie case that the name was adopted in good faith, it is for the applicants to rebut it. The relevant date is the date on which the name was adopted, in this case the date of incorporation, i.e. 28 September 2021.

43. The following principles can be extracted from the judgments of the Privy Council in Barlow Clowes v Eurotrust International Ltd [2005] UKPC 37, and the Court of Appeal in England and Wales in Niru Battery Manufacturing v Milestone Trading Ltd [2003] EWCA Civ 1446:

(i) Good faith is not displayed by certain kinds of sharp practice which fall short of outright dishonesty or by dishonesty itself: Niru Battery at [164].

(ii) There is a combined subjective/objective approach to the honesty of a party鈥檚 behaviour. This involves (i) a consideration of what the party knew at the time of a transaction and (ii) how that party鈥檚 action would be viewed by applying normally acceptable standards of commercial behaviour: Barlow Clowes at [15] to [18] and [28] to [32].

44. Mr Ahmad鈥檚 evidence is that he chose the name 鈥渂ecause of his like of the book by JJ Hensley of the same name 鈥榬esolve鈥� as well as its positive meaning in a business and personal development context鈥�. ^{[footnote 17]} He states that 鈥渢he respondent鈥� was unaware of the applicants until their letter before action of 14 December 2021. ^{[footnote 18]}

45. There is no evidence about the book said to have inspired Mr Ahmad and the assertion is lacking in detail. One would not normally expect the title of a book, without more, to have such an impact on an individual that they would adopt it as the name of their business. Absent any reason why the book resonated with him or why he felt 鈥渞esolve鈥� particularly appropriate for the business because of the content of the book, I do not find that explanation adequate to establish good faith.

46. However, the second part of Mr Ahmad鈥檚 explanation, that 鈥渞esolve鈥� has a positive meaning in a business context, is credible. As anyone with experience in trade mark matters will know, it is often the case that those in business choose indicators which are allusive, if not descriptive, of what a given company does. Mr Ahmad does not specify what the 鈥減ositive meaning鈥� was that he attributed to the word but it is readily apparent that 鈥渞esolve鈥� might signal a company鈥檚 capacity to find solutions to problems or elicit notions of determination to do any number of things (e.g. resolve problems, see projects through to completion). In short, 鈥淩esolve鈥� is an unsurprising choice in a company name; the remaining elements of the name are entirely descriptive. It is, in my view, plausible that the choice of 鈥淩esolve鈥� is coincidental. I do not think that the evidence that other companies owned by Mr Ahmad include the name 鈥淢organ鈥� shows otherwise. Not all of Mr Ahmad鈥檚 other companies include 鈥淢organ鈥� and it is no more indicative of bad faith than it is good faith that the name at issue does not include 鈥淢organ鈥�.

47. In addition, Mr Ahmad鈥檚 evidence is that 鈥渢he [primary] respondent鈥� was unaware of the applicants at the time of the incorporation. That evidence has not been challenged by the applicants. In some cases, a company may be so famous that a respondent must be taken to have been aware of it but that is not, on the evidence before me, the case here. Mr Supperstone says that the 鈥淩eSolve鈥� name has been used since 2008. ^{[footnote 19]} He also reports that the applicants have won six awards since 2013. ^{[footnote 20]} The series of awards may mean that they are known to some in the corporate restructuring field but there is nothing to explain what the awards are or their industry significance. Beyond that, there is very little evidence of the applicants鈥� reputation or activities and no evidence of turnover or advertising. In evidence filed with the form CNA1 is a Google search result for 鈥渞esolve capital group鈥�. This includes some links to the applicants鈥� website and a LinkedIn page, as well as a larger box which shows a star rating of 4.2 from 5 reviews. Five Google reviews is a long way from persuasive. The evidence is insufficient to establish that the respondents would have been aware of the applicants.

48. I also bear in mind that resolutions were made for an asset purchase by the primary respondent shortly after its incorporation and that a bank account was operational by November 2021. Further, the respondents arranged the purchase of two domain names in November 2021. All of this occurred before any contact from the applicants. The evidence is thin but it all points to registration of the name being genuine. There is also evidence from after the relevant date, in the form of social media accounts and a website, which is consistent with the creation of a company identity. I recognise that there would be little or no cost to the registration of social media accounts but the creation of a website will have taken some time and expense. Bearing all of the above in mind, I find that the name was adopted in good faith and the defence under s. 69(4)(d) is made out.

The interests of the applicants are not adversely affected to any significant extent (s. 69(4)(e))

49. The respondents have succeeded in two of the pleaded defences. There is no need to consider whether there is a third basis for rejecting the application.

Outcome

50. The application is dismissed.

Costs

51. As the respondents have been successful, they would ordinarily be entitled to a contribution towards their costs, based upon the scale of costs published in paragraph 10.1 of the Practice Direction. However, rule 11 of the Rules confers a wide discretion on adjudicators to award costs as they see fit. The applicants submit that they ought to be awarded their actual costs regardless of the outcome because, they say, the behaviour of the respondents has directly increased their costs. In particular, they say that the piecemeal way in which the respondents鈥� evidence was filed meant that the applicants wasted time responding to the initial evidence, which was then supplemented with additional evidence to which a further response was required. The applicants also point to the failure of the respondents to address various issues with their evidence, such as missing exhibits, which has meant that the applicants have had to write to the tribunal several times to chase these documents.

52. These submissions are not entirely without merit. The supplementary evidence filed by the respondents could plainly have been filed earlier. However, the evidence was limited and material, and the applicants accepted that they would not need to respond in evidence. The respondents were under no obligation to file evidence with their form CNA2 and cannot be criticised for filing evidence in reply to the applicants鈥� evidence in chief in the period allowed for that purpose. As to the manner in which the evidence was filed, the respondents鈥� approach has not been satisfactory. For example, the applicants had to ask repeatedly that two exhibits be copied to them and deadlines for filing amended evidence were missed, causing the applicants to write to the tribunal to ascertain if the evidence had been filed.

53. The applicants also appear to be seeking the costs associated with pre-action correspondence sent by their solicitors. These are costs incurred outside the proceedings and, consequently, are outside my discretion.

54. Bearing all of the above in mind, I do not consider the respondents鈥� behaviour to be so unreasonable that the applicants ought to be awarded their actual costs despite the fact that the application has failed. However, I consider it appropriate to reduce the award I would have made against the applicants and award the respondents no costs in respect of their evidence except the official fee for the first CNA3. The filing of the second CNA3 was due the respondents鈥� failure to file all of their evidence at the appropriate time and I make no award for this form. I award costs to the respondents as follows:

Preparing a statement and considering the applicant鈥檚 statement: 拢200
Official fees (CNA2, CNA3 x 1): 拢300

Total: 拢500

55. I order ReSolve Capital Partners Limited, ReSolve Capital 5 Limited and ReSolve Capital LLP jointly and severally to pay Resolve Capital Group Limited the sum of 拢500 within 21 days of the expiry of the appeal period, or within 21 days of the final determination of this case if any appeal against this decision is unsuccessful.

56.Under s. 74(1) of the Act, an appeal can only be made in relation to the decision to dismiss the applications; there is no right of appeal in relation to costs. The company names adjudicator must be advised if an appeal is lodged.

Dated 16 June 2023

Heather Harrison
Company Names Adjudicator