Decision

Decision on Home Logic Services Limited

Published 3 June 2025

Companies Act 2006

In the matter of application no. 4467 by Home Logic UK Limited for a change to the company name of Home Logic Services Limited, company registration no. 14868320

1. The company name Home Logic Services Limited (바카라 사이트渢he primary respondent바카라 사이트�) has been registered since 15 May 2023 under number 14868320바카라 사이트�). The nature of its business is recorded on the Companies House website under SIC code 41202 (Construction of domestic buildings).

2. On 7 September 2023, Home Logic UK Limited (바카라 사이트渢he applicant바카라 사이트�) filed an application to this Tribunal for a change of name of the primary respondent바카라 사이트檚 registration under section 69 of the Companies Act 2006 (바카라 사이트渢he Act바카라 사이트�).

3. The applicant states that for several years it has operated a business specialising in energy efficient home insulation and roofing under the name 바카라 사이트淗ome Logic UK Limited바카라 사이트� and that the name 바카라 사이트淗ome Logic바카라 사이트� is associated with this business. In the last trading year before this application, turnover was 拢20 million and the applicant claims to spend around 拢4 million annually on marketing the business. In addition, it is the registered proprietor of UK Trade Mark No. 3267772, HOME LOGIC. The applicant claims to have acquired goodwill and reputation in the home improvement, energy efficient home insulation and roofing industries, although it argues that this extends to the wider construction, property and environmental industries.

4. Under section 69(1)(b), the applicant claims that the company name Home Logic Services Limited is sufficiently similar to its company name, and this similarity is likely to cause confusion in the minds of the public by suggesting a connection between the two parties. It asserts that the continued use of the company name by the respondent would cause substantial damage to the applicant바카라 사이트檚 reputation and goodwill.

5. The applicant requests that the Tribunal make an order under section 73(1) of the Act requiring the respondent to change its name to one that is not an offending name (within the meaning of section 73(2) of the Act) and to take all steps as are within its power to make, or facilitate the making of, that change, and not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

6. The applicant confirms that it contacted the primary respondent before making the application. It states that it informed the respondent by letter on 11 August 2023 of its intention to issue proceedings against the company in the absence of written undertakings to change its company name.

7. It requested that Amardip Singh Claire and Paramdip Singh Claire, both directors of the primary respondent, be joined to the proceedings.

8. The primary respondent filed a notice of defence on 23 October 2023. It denied that Home Logic Services Limited was an offending name and relied on all the possible defences provided for in section 69(4) of the Act. It stated that its business was as a lettings agent. There appear to have been several entities associated with the primary respondent with the name 바카라 사이트淗ome Logic바카라 사이트� and I shall return to this point later in my decision. The primary respondent also noted that the application had been served in an incomplete form and the page containing questions 9-13 was missing. The questions are as follows:

9. Name and daytime phone number of the person we should contact in case of query.

10. What is the name associated with you which has caused you to make this application?

11. Please provide details of your goodwill or reputation under this name.

12. Please provide details of the field of the business in which this name has goodwill or reputation.

13. Why do you object to the registered company/limited liability partnership name?

9. The application form was re-served to the primary respondent on 6 December 2023. A period of one month was allowed for the respondent to amend its defence, if it wished to do so. No amendment was received.

10. On 16 January 2024, the applicant sent an email to the Tribunal requesting that in the circumstances the application be treated as undefended and an order made under section 73(1) of the Act to require the primary respondent to change its name to one that was not offending.

11. The Tribunal responded on 24 January 2024, serving the defence that had been filed in response to the original serving of the application. It noted that it was clear from this that the primary respondent intended to defend the application. A deadline of 25 March 2024 was set for the applicant to file evidence.

12. By the same letter, the Tribunal joined Amardip Singh Claire and Paramdip Singh Claire to the proceedings as co-respondents.

13. On 12 February 2024, the Chief Adjudicator wrote to the primary respondent and co-respondents informing them that, on implementation of the Economic Crime and Corporate Transparency Act 2023, section 69(4)(b) of the Act would be repealed without any transitional provisions and that it was the view of the Tribunal that they would no longer be able to rely on a defence that the primary respondent was (i) operating under the name, (ii) was proposing to do so and had incurred substantial start-up costs in preparation, or (iii) was formerly operating under the name and was now dormant. Therefore, the Tribunal proposed to disregard this particular defence, but noted that the primary respondent was relying on other defences under section 69(4)(a), (c), (d) and (e) which remained unaffected by the legislative change. The Tribunal wrote to the primary respondent and co-respondents again on 6 March 2024 confirming that the change had been implemented.

14. The applicant filed evidence in the form of a witness statement from Rachel Vella, sole director of the applicant, dated 25 March 2024. It is accompanied by a single exhibit containing a number of documents. I shall refer to these later in my decision, to the extent that I deem necessary.

15. The primary respondent did not file any evidence.

16. In these proceedings, the applicant is represented by Paris Smith LLP and the primary respondent by Davis Bonley Chartered Certified Accountants. Neither side requested a hearing and the applicant filed final written submissions, along with a statement of costs, on 5 August 2024.

17. I have taken this decision following a careful consideration of the papers.

Decision

18. Section 69 of the Act is as follows:

(1) A person (바카라 사이트榯he applicant바카라 사이트�) may object to a company바카라 사이트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 or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere 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 the following may be joined as respondents-

(a) any member or person who was a member at the time at which the name was registered;
(b) any director or person who was a director at the time at which the name was registered.

(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) [Repealed]
(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) 바카라 사이트� 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 바카라 사이트榞oodwill바카라 사이트� includes reputation of any description.

19. If the primary respondent defends the application, as here, the applicant must establish that it has goodwill or reputation in relation to a name that is the same, or sufficiently similar, to that of the primary respondent바카라 사이트檚 company name, suggesting a connection between the parties. Mere ownership of a trade mark is not sufficient. Only if this burden is discharged is it then necessary to consider if the primary respondent can rely upon defences under section 69(4) of the Act. The relevant date for assessing whether the applicant has goodwill is the date of application to this Tribunal: see Botanica Agriculture and Extraction Limited v Botanica Limited [2022] EWHC 2957 (Ch) at [13]-[15]. In these proceedings, that is 7 September 2023.

Goodwill

20. Section 69(7) of the Act defines goodwill as a 바카라 사이트渞eputation of any description바카라 사이트�. An applicant바카라 사이트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 (바카라 사이트渢he Rules바카라 사이트�) 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 to prove. Whether an applicant has goodwill or not is a matter which should be addressed in the form CNA2.

21. Question 1 of the form asks the primary respondent to State which of the allegations in the statement of grounds you agree with and which you deny. The primary respondent denied that Home Logic Services Limited was an offending name and then said:

The only allegation apparent from the information supplied is that answered above regarding the name being in some way offensive to the claimant.

22. Question 2 of the form asks the primary respondent to State which of the allegations you are unable to admit or deny and which you require the applicant to prove. The primary respondent referred back to the answer given to Question 1.

23. I note here that the primary respondent was given the opportunity to amend the CNA2 following the re-serving of the application, but did not do so.

24. It is my view that the primary respondent바카라 사이트檚 pleadings do not put in issue the applicant바카라 사이트檚 claims that it has goodwill in respect of home improvement, energy efficient home insulation and roofing methods. There is nothing to suggest that the primary respondent requires the applicant to prove that it has a reputation or that it owns any goodwill.

25. 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 (바카라 사이트淐PR바카라 사이트�) is clear: a defendant must state which allegations they admit, which they deny and why they require the claimant to prove (CPR, 16.5(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 applicant바카라 사이트檚 goodwill, and with nothing that could be construed as a challenge to the applicant바카라 사이트檚 claim to own goodwill, I consider that the applicant바카라 사이트檚 goodwill in respect of home improvement, energy efficient home insulation and roofing methods has been accepted and that it is attached to the name 바카라 사이트淗ome Logic바카라 사이트�.

The parties바카라 사이트� names

26. Section 69(1)(b) requires that the names at issue must be sufficiently similar to one another that the use in the United Kingdom or elsewhere of the contested company name would be likely to mislead members of the public by suggesting a connection between the parties. The applicant submits that the names to be compared are HOME LOGIC UK LIMITED (the applicant) and HOME LOGIC SERVICES LIMITED (the primary respondent). However, in the CNA1, the applicant claims that the name with which it is associated is HOME LOGIC and this claim has not been denied by the primary respondent. I shall therefore compare the primary respondent바카라 사이트檚 company name to HOME LOGIC.

27. The first two words in the contested name are the same as the two words of the name with which the applicant is associated. The additional words in the contested name 바카라 사이트淪ERVICES바카라 사이트� and 바카라 사이트淟IMITED바카라 사이트� are descriptive of the type of activities carried out by the primary respondent and its corporate structure respectively. Consequently, the distinctive part of the primary respondent바카라 사이트檚 name is 바카라 사이트淗OME LOGIC바카라 사이트�. Although the differences between the names will not be entirely overlooked, I find that they are highly similar.

28. The nature of the primary respondent바카라 사이트檚 business recorded on the Companies House website is Construction of domestic buildings. The primary respondent states in its CNA2 that 바카라 사이트淲e have always and continue to operate primarily as a lettings agency who does offer some services such as deep cleans and basic repairs as service packages to landlords.바카라 사이트� However, neither of these are important factors in the assessment of whether use of the contested name is likely to mislead the public. Although the company바카라 사이트檚 main business activities are recorded in the Register of Companies, this does not prevent companies from conducting other activities; neither are the future plans of the primary respondent constrained by its current activities. Furthermore, the contested name does not indicate the type of services that are offered. Consequently, I find that the primary respondent바카라 사이트檚 name is sufficiently similar to the applicant바카라 사이트檚 name such that its use in the United Kingdom would be likely to mislead members of the public by suggesting a connection between the company and the applicant.

Defences

29. The primary respondent selected all of the defences available under section 69(4) of the Act. I shall deal with them in turn.

Section 69(4)(a): that the name was registered before the commencement of the activities on which the applicant relies to show goodwill

30. The primary respondent claims to have been trading under the name 바카라 사이트淗ome Logic바카라 사이트� for 17 years. A brief account is given in the Form CNA2. In her evidence, Ms Vella provides an entry from the Register of Companies and documents filed at Companies House: see pages 45-51 of Exhibit RV1. It is from both these sources that I have produced the summary below:

18 October 2006: Incorporation of Company number 05971613 under the name Home Logic Solutions Ltd. I understand from the primary respondent바카라 사이트檚 statement that this was the business of Paramdip Singh Claire and another individual, whom he later married. The nature of its business was recorded under SIC code 68310 (Real estate agencies).

27 October 2006: The company changed its name to Home Logic Homes Ltd.

22 November 2012: A striking off application was filed at Companies House. The primary respondent states that this decision was made after taking financial advice, and the business is alleged to have continued with Paramdip Singh Claire바카라 사이트檚 wife operating as a sole trader.
br>26 March 2013: Company number 05971613 was dissolved.

Early 2023: His wife wished to reduce her working hours. Further financial advice was taken.

15 May 2023: The co-respondents incorporated a new limited company (Company number 14868320) under the name that is the subject of these proceedings.

31. Company number 14868320 is a different legal entity and so the existence of the earlier company is not relevant to this particular defence. The applicant바카라 사이트檚 claim to goodwill derived from trading over 바카라 사이트渟everal years바카라 사이트� has not been denied. This claim was made on 7 September 2023, so logically the activities on which the applicant relies began before the registration of the contested name. In any case, Ms Vella exhibits an extract from the profit and loss account of her company showing that it achieved a turnover of over 拢19 million in the year ended 30 June 2022 and over 拢15 million in the nine months ended 31 March 2023. This supports the applicant바카라 사이트檚 claim that it바카라 사이트檚 goodwill derived from trading over 바카라 사이트渟everal years바카라 사이트�. The primary respondent has failed to show that its name was registered before the commencement of the activities relied upon by the applicant and cannot rely on this defence.

Section 69(4)(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

32. The burden is on the primary respondent to show that it can rely on a defence. It has said nothing in its statement, and provided no evidence, to support a reliance on section 69(4)(c). I therefore dismiss this claim.

Section 69(4)(d): that the name was adopted in good faith

33. The onus is on the primary respondent to show that the contested name was adopted in good faith. Section 69(4)(d) reverses the usual persuasive and evidential burden in civil law cases where good faith will normally be presumed and bad faith must be proven by the person alleging it. Once the primary respondent establishes a prima facie case that the name was adopted in good faith, it is for the applicant to rebut it. The relevant date for assessing the defence is the date on which the name was adopted, in this case the date of incorporation, i.e. 15 May 2023.

34. The following principles in relation to good faith 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:

a) Good faith is not displayed by a failure to act in a commercially acceptable way or by certain kinds of sharp practice which fall short of outright dishonesty or by dishonesty itself: see Niru Battery at [164];

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

35. Although the primary respondent does not use the phrase 바카라 사이트済ood faith바카라 사이트� in its CNA2, I understand its claim to have been using the name for 17 years to be a reliance on this defence. The applicant submits that the primary respondent cannot have been using the name continuously, as Home Logic Homes Ltd was dissolved in 2013. When a company is struck off, any remaining assets are treated as bona vacantia and ownership passed to the Crown. The applicant argues that the assets would include the name and there is no evidence that this was sold to the co-respondents. Furthermore, there is nothing to show that the name 바카라 사이트淗ome Logic바카라 사이트� was used by any of the respondents after dissolution Company number 05971613 or before registration of the contested name.

36. The primary respondent did not file anything in the evidence rounds. Several documents are attached to the CNA2. The applicant submits that these were not filed in proper evidential format according to Rule 4 of the Rules and so should not be relied upon. However, they would not help the respondent. The documents do not mention 바카라 사이트淗ome Logic바카라 사이트�, are dated before Company number 05971613 was struck off the Register, are dated after the relevant date for assessing this defence or are undated. The primary respondent has said that it continued to operate as a lettings agency since 2006 and claimed that 바카라 사이트淲e have Home Logic signage from 2006 until today, see pictures attached.바카라 사이트� However, there were no pictures of any signs, or any other evidence of trading. Such evidence should not have been difficult to provide. I consider that the primary respondent has not established a prima facie case that the name was adopted in good faith, and so it may not rely on this defence.

Section 69(4)(e): that the interests of the applicant are not adversely affected to any significant extent

37. The onus is on the primary respondent to show that it is more probable than not that the interests of the applicant are not adversely affected to any significant extent. The primary respondent states that it has never received a phone call or email from anyone who wanted to contact the applicant or buy insulation services. It appears to be arguing that this is evidence that there is no threat to the interests of the applicant. However, the matter is to be judged at the date of the filing of the application to the Tribunal for a change of name: see MB Inspection Limited v Hi-Rope Limited, BL O-106-10, [2010] RPC 18, paragraph 51. That date is 7 September 2023.

38. In order adversely to affect the interest of the applicant to any significant extent, the company name must do more than just sit on the Register of Companies. In this case, the adverse effect must relate to the potential use of the company name in business. The primary respondent states that the name was registered following financial advice, and that it has traded as 바카라 사이트淗ome Logic바카라 사이트� in East London since 2006. It says that its business has always been as a lettings agency and I remind myself that the nature of business of Company number 05971613 was recorded as Real estate agencies. The applicant submits that the nature of business of the company with the contested name is Construction of domestic buildings, and the respondents have not explained why they chose a different SIC code this time. I remind myself that the field of activity may change and so this is not a determinative argument.

39. To rely on a 바카라 사이트渘o adverse effect바카라 사이트� defence it is for the primary respondent to show, in evidence, what it has done or intends to do. The primary respondent has not provided any evidence and so the defence must fail.

Outcome

40. The application is successful.

41. Therefore, in accordance with section 73(1) of the Act, I make the following order:

(a) Home Logic Services Limited shall change its name within one month of the date of this order to one that is not an offending name;

(b) Home Logic Services Limited, Amardip Singh Claire and Paramdip Singh Claire each shall:
(i) take such steps as are within their power to make, or facilitate the making, of that change;
(ii) not cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

42. In accordance with section 73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.

43. In any event, if no such change is made within one month of the date of this order, the Company Names Tribunal will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

44. All respondents, including the co-respondents, have a legal duty under section 73(1)(b)(ii) of the Act not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name. This includes the current company. Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence.

Costs

45. The applicant has been successful and is entitled to a contribution towards its costs, in accordance with the scale published at paragraph 10.1 of the Tribunal바카라 사이트檚 practice direction. The applicant has filed some detailed submissions and I have taken these into account in calculating the award as follows:

拢400 for preparing a statement and considering the other side바카라 사이트檚 statement
拢700 for preparing evidence
拢300 for preparing written submissions in lieu of a hearing
拢400 for official costs (CNA1)
拢150 for official costs (CNA3)

拢1950 in total

46. The applicant has requested awards at the top end of the scale for each of the stages of the proceedings. I will make a comment here on the award for preparing evidence, given that it is significantly lower than the top end of the scale. The applicant submits that the evidence of Ms Vella is substantial and contains a large amount of relevant evidence. The substance of the witness statement is 6 pages long. In my view, a good deal of this consists of submissions, with the evidence of fact ending on the third page. The exhibits are as follows:

a) Certificate of incorporation of the applicant and its application to register the company;
b) Invoices relating to marketing activity dated 12 July 2023, 1 August 2023, 25 September 2023, 11 December 2023 and 31 December 2023;
c) An extract from the applicant바카라 사이트檚 profit and loss account, showing turnover for the 12 months ending 30 June 2022 and the 9 months ending 31 March 2023;
d) Registration details for the applicant바카라 사이트檚 HOME LOGIC trade mark;
e) Extract from the Register of Companies for Home Logic Services Limited (Company number 14868320);
f) Letter before action to the primary respondent from the applicant바카라 사이트檚 legal representative, dated 11 August 2023;
g) Extract from the Register of Companies for Home Logic Homes Limited (Company number 05971613) and the striking off application;
h) Letters from the Chief Adjudicator and the Company Names Tribunal dated 12 February 2024 and 6 March 2024, concerning the changes made to section 69(4) of the Companies Act 2006;
i) Further correspondence between the applicant바카라 사이트檚 legal representative and the Company Names Tribunal.

47. In the witness statement, there is little specific information about the goodwill claimed by the applicant. This is not a criticism. I have already found that goodwill is not in issue in these proceedings, so to have filed a large amount of evidence to prove goodwill would have put the applicant to unnecessary costs. That said, I do not see how the information detailed above could be said to justify an award towards the higher end of the scale.

48. I therefore order Home Logic Services Limited, Amardip Singh Claire and Paramdip Singh Claire, jointly and severally, to pay Home Logic UK Limited the sum of 拢1950. This sum is to be paid within 21 days of the period allowed for appeal or, if there is an appeal, within 21 days of the conclusion of the appeal proceedings (subject to any order of the appellate tribunal).

Appeal

49. Under section 74(1) of the Act, an appeal can only be made in relation to the decision to uphold the application. There is no separate right of appeal in relation to costs.

50. Any notice of appeal must be given within one month of the date of this decision. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.

51. The Tribunal must be advised if an appeal is lodged so that implementation of the order is suspended.

Dated聽2 June 2025

Clare Boucher
Company Names Adjudicator