扒哥吃瓜

Companies Act 2006

In the matter of application no. 5266 by AXA for a change to the company name of AXA ESTATES LTD, company registration no. 15814101.

1. Company number 15814101 (鈥渢he primary respondent鈥�) was incorporated on 2 July 2024 with the name AXA ESTATES LTD. The nature of its business is recorded on the Companies House website under SIC code 98000 (Residents property management).

2. On 23 January 2025, AXA (鈥渢he applicant鈥�) filed an application to this Tribunal for a change of name of the primary respondent鈥檚 registration under section 69 of the Companies Act 2006 (鈥渢he Act鈥�). It submits:

AXA is one of the world鈥檚 largest and most renowned insurance, investment, asset management companies with operations in approx. 57 countries, including the UK, with approx. 160,000 employees and 108 million customers. AXA has traded continuously in the UK since 1985 under the AXA name and the name AXA has been subject of significant exposure to the UK public as a result of substantial advertising including nationwide prime time television advertising and national newspaper advertising. Such is the reputation in the name AXA that the name AXA has become synonymous with the applicant in the UK

3. The applicant claims to have acquired goodwill and reputation in AXA for 鈥榠nsurance, life insurance, investment, finance, wealth and asset management鈥�.

4. Under section 69(1)(b) the applicant claims that use of the name AXA ESTATES LTD will likely be perceived as a part of the applicant鈥檚 business or a company within the group which, for example, handles AXA鈥檚 insurance for the real estate industry.

5. The applicant confirms that it contacted the primary respondent before making the application. It states that it informed the primary respondent on 13 January 2025.

6. The primary respondent filed a notice of defence on 28 February 2025. It denies all of the allegations and relies on two defences, the first being that the company name was adopted in good faith and the second being that the interests of the applicant are not adversely affected. In particular, the primary respondent says (reproduced as written):

鈥�1. Our client accepts that AXA has a 鈥榞oodwill and reputation鈥� in relation to insurance, investment and asset management, as claimed in their application.
2. However, our client denies that they adopted the name 鈥楢XA Estates Ltd鈥� to take 鈥榓dvantage of the reputation in the AXA name鈥�. Our client adopted the company name 鈥楢XA Estates Ltd鈥�, as it holds significantly sentimental and emotional value to them and the sole purpose for adopting the name is for the client鈥檚 director to honour the legacy of his beloved grandchildren.
3. Further, prior to registering the company, the company name AXA ESTATES LTD鈥� was freely available to for registration without any reservation, nor any additional condition for registering a new company by the registrar of companies at the time.
鈥�
5. Our client operates as an independent estate agency and their main business is the letting and management of the properties already owned by the company鈥︹��

7. The primary respondent filed evidence in the form of a witness statement from its director, Sachidanandan聽Pillai. His statement is dated 16 May 2025 and is accompanied by six exhibits. The exhibits comprise a company incorporation certificate, correspondence between the parties, bank statements and birth certificates. The same witness also provided a supplementary witness statement, dated 16 April 2026.

8. The applicant filed evidence in the form of a witness statement from Rosemary Cardas, a trade mark attorney at the applicant鈥檚 representative. Her statement is dated 5 August 2025 and is accompanied by six exhibits that are screenshots from AXA鈥檚 website and from third party websites.

9. A hearing was requested and was held by video conference on 12 May 2026. The primary respondent provided a skeleton argument and was represented by Bella Dennis of Hogarth Chambers, instructed by Lawsmiths Solicitors. The applicant filed written arguments in advance of the hearing and did not attend. It has been represented by Keltie LLP throughout the proceedings. Both sides seek an award of costs.

Decision

10. Section 69 of the Act is as follows:

鈥�(1) A person (鈥榯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 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) 鈥� 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 鈥榞oodwill鈥� includes reputation of any description.鈥�

11. 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 respondent鈥檚 company name, suggesting a connection between the parties. 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.^{[footnote 1]} In these proceedings, that is 14 February 2024.

Goodwill

12. Section 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 to prove.

13. The applicant submits:

5 AXA is a French insurance, investment, asset management and financial company and enjoys a world-wide reputation. This is evident from page 11 of Exhibit RAC 5 where the text at the top of that page under the heading 鈥淎BOUT THE AXA GROUP鈥� describes 鈥楾he AXA Group鈥� as a worldwide leader in insurance and asset management with over 147,700 employees service 94 million clients in 50 countries (in 2023).

14. Throughout these proceedings the primary respondent has accepted the applicant鈥檚 goodwill and reputation under the AXA name for insurance, investment and asset management. The same position is maintained in its skeleton argument. I will proceed on that basis.

The parties鈥� names

15. Section 69(1)(b) requires that the names at issue must be sufficiently similar to one another that the use in the United Kingdom (UK) 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 relies on AXA. The primary respondent鈥檚 contested company name is AXA ESTATES LTD.

16. Clearly, the applicant鈥檚 name AXA is contained at the beginning of the primary respondent鈥檚 name, with the difference being the addition of Estates Ltd.

17. The applicant submits:^{[footnote 2]}

鈥�10. The word AXA has no dictionary meaning and no meaning in relation to any goods or services. It is an invented and distinctive word. The Applicant鈥檚 entire name forms the first part, and only distinctive element of the Respondent鈥檚 name given the word ESTATES will merely be perceived as a reference to estates insurance or real estate insurance. The use of the words 鈥榓 name associated with the applicant in which he has goodwill鈥� of section 69(1) indicates that the Applicant鈥檚 goodwill is to be taken into account in the assessment of whether use of the Respondent鈥檚 name is likely to mislead. It is not disputed by the Respondent that the Applicant owns goodwill and reputation in the name AXA in relation to insurance, investment and asset management. The insurance, investment and asset management sector commonly includes insurance, investment and asset management relating to or in the form of real estate and estates insurance鈥�.

18. In support of its submissions, the applicant provides articles from its UK website, the first is dated 1 October 2013 and includes:^{[footnote 3]}

AXA UK appoints Group Property Director

鈥�She will take up responsibility for the Group Real Estate function, encompassing Asset Management and Facilities Management.

19. The second is dated 15 April 2016 and reads:^{[footnote 4]}

AXA creates dedicated Real Estate division in London as it capitalises on growing market appetite.

AXA鈥檚 Real Estate business is currently managed as part of the wider London Branch operation but as the real estate book has shown double digit growth year on year, it has become increasingly apparent that in order to continue on the same trajectory, the creation of a unit dedicated to the sector is required.

20. Ms Cardas also provides a press release from AXA, dated 22 February 2024, that provides earning figures for 2022 and 2023.^{[footnote 5]} Full year earnings for 2023 are given as 7.6 billion Euros. Earnings for 2022 were 7.264 billion Euros. Earnings from 鈥榓sset management鈥� are shown to be in excess of 1.5 million Euros for 2022 and 2023.

21. The primary respondent relies on the decision of this tribunal in Axa Engineering Ltd.^{[footnote 6]} In that decision, the tribunal concluded that whilst the nature of a respondent鈥檚 business is not usually an important factor, because a business鈥檚 activities can change over time, it was relevant in that case. This was because the word 鈥楨ngineering鈥� was unlikely to be used by a business without an interest in engineering, and so it was appropriate to take it into account when assessing whether people would be misled by it, when considered in light of the applicant鈥檚 reputation for insurance and financial services.

22. The primary respondent submits that the same reasoning should apply here and the word Estates should be taken into account when deciding whether people will be misled because AXA ESTATES is a different business to the one for which the applicant has goodwill and reputation.

23. The primary respondent dismisses the applicant鈥檚 evidence on the basis that it shows real estate services and not 鈥榚states鈥� used by the applicant and it also draws my attention to third party use of the word 鈥榚states鈥� relating to country estates or 鈥榚states鈥� used to describe someone鈥檚 assets. It concludes, providers do not use the term 鈥榬eal estate鈥� and 鈥榚states鈥� interchangeably.

24. The primary respondent concludes that its contested company name is not likely to mislead the public. At the hearing Ms Dennis gave detailed submissions concerning the lack of similarity between the applicant鈥檚 insurance services and the primary respondent鈥檚 estate agency business. I asked for submissions concerning the primary respondent鈥檚 business compared with the applicant鈥檚 investment and asset management services. Ms Dennis relied on the same submissions, concluding that the parties鈥� businesses are different.

25. I find the primary respondent鈥檚 submissions somewhat lacking in clarity. Reputation and goodwill have been accepted for the applicant鈥檚 AXA business for insurance, investment and asset management. The primary respondent describes its business as, 鈥榯he letting and management of the properties already owned by the company鈥�. This is supported by the primary respondent鈥檚 letter to the applicant, following the letter before action, which includes the following:^{[footnote 7]}

鈥溾��our client, AXA ESTATES LTD, carries out the letting and management of their own properties in the U.K, which is of an extremely small-scale portfolio and our client has zero intention of either using the name of your client (鈥淎XA鈥�)鈥︹��

26. Bank statements have also been provided by the primary respondent.^{[footnote 8]} Transactions on the statements have names such as 鈥楲andlord Account鈥� and 鈥楢partment鈥� but these do little to aid me in determining the nature of the primary respondent鈥檚 business, beyond the statements I have already referred to. From the business description provided by the primary respondent, it appears that the business is not an estate agency service in the 鈥榰sual鈥� sense that would be understood by the public. Namely, one where a client requests an agent to let or sell a property on their behalf. In fact, the primary respondent runs a company that manages property that it owns. This could be for investment purposes and certainly falls within the broader service of management of assets, those assets being property.

27. I disagree with the primary respondent鈥檚 submissions concerning the Axa Engineering case. 鈥楨ngineering鈥� is a specific and easily understood term relating to a particular type of business that was found to be different to insurance and financial services. It is not on all fours with the case before me where the meaning of 鈥楨states鈥� in the primary respondent鈥檚 name AXA ESTATES LTD is likely to be seen as a reference to estates, meaning someone鈥檚 assets (i.e. the value of someone鈥檚 total assets), or estates meaning property, neither of which provides a sufficient point of difference between the contested company name and the applicant鈥檚 AXA business such that the public would make a clear distinction between them.

28. In other words, 鈥楨STATES鈥� is not a distinctive part of the name AXA ESTATES LTD. The LTD part of the mark simply denotes the corporate status of the company and is not taken into account for the purpose of the comparison. The names AXA and AXA ESTATES are highly similar.

29. As the ground specified in subsection 69(1)(b) is established, the onus switches to the primary respondent to establish whether it can rely on any of the defences pleaded in the notice of defence.

Defences

30. The primary respondent relies on two defences. The first under section 69(4)(d), that the name was adopted in good faith and the second under section 69(4)(e), that that the interests of the applicant are not adversely affected to any significant extent.

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

31. When relying on this defence 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. 2 July 2024.

32. 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 ^{[footnote 9]} and the Court of Appeal in England and Wales in Niru Battery Manufacturing v Milestone Trading Ltd:^{[footnote 10]}

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 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].

33. The primary respondent鈥檚 statement in support of its defence of good faith is best expressed in the skeleton argument:

鈥�11鈥�

a. the 鈥楢鈥檚 in 鈥楢XA鈥� are derived from the first letters of the names of the director鈥檚 grandchildren [R/50-53]. The use of these letters is to symbolise the love the director has for his grandchildren;

b. the 鈥楢鈥檚 were chosen by the director of the Respondent while considering the likelihood that the company may, in future, be passed down to his grandchildren; and

c. The 鈥榅鈥� was chosen as a stylistic device to combine the two 鈥楢鈥檚. It replaces 鈥榓nd鈥�/鈥�&鈥� in a stylistic manner which is more universal than 鈥榓nd鈥� in non-English speaking countries.鈥�

34. In addition, the primary respondent submits that the company name AXA ESTATES LTD was available to register at Companies House.

35. On the last point, the 鈥榓vailability鈥� of company names is not a relevant factor. This is because company names can be registered that are quite closely similar to each other and do not give intellectual property rights to the owner. Companies House website makes clear that when applying for a company name an applicant must bear in mind that, 鈥淚f your name is too similar to another company鈥檚 name or聽trade mark聽you may have to change it if someone makes a complaint.鈥�^{[footnote 11]}

36. A 鈥榗omplaint鈥� has been made in the form of an application to the Company Names Tribunal the merits of which will be determined in this decision.

37. With regard to the other points made, Ms Dennis relied on Axa Engineering and submitted that in that case the applicant had used AXA to represent him and his partner, whose initials were both A, with X representing affection and the 鈥楢ND鈥� symbol. She concludes that in that case the tribunal did not find the applicant鈥檚 explanation implausible and found in his favour. Ms Dennis concludes that the same reasoning can be applied in this case.

38. The facts of the Axa Engineering case are not the same as in this case. I have already discussed the tribunal view on the word 鈥榚ngineering鈥� and the difference it made to the competing names and have concluded that it is not relevant here. Also, of note is that in Axa Engineering there had been previous proceedings between the same parties and additional evidence had been filed by the applicant that the tribunal thought supported the good faith defence. In making their finding in favour of the applicant the adjudicators specifically noted that, 鈥榠n different circumstances [they] may have had more trouble in accepting Mr Hasheem鈥檚 explanation for choosing a company name including AXA鈥�.

39. The primary respondent鈥檚 witness, Mr Pillai, had provided birth certificates for his grandchildren.^{[footnote 12]} Each of their first names begin with the letter 鈥楢鈥�. He submits that the two A鈥檚 in the name AXA represent his beloved grandchildren. He submits the X is a stylistic choice to combine the two As together and is used in fashion and art collaborations. Mr Pillai also says that X is a more universal symbol than 鈥榓nd鈥� for non-English speaking countries.

40. The problem for the primary respondent is that this represents the sum total of the evidence before me with regard to the reasons for adopting the company name AXA ESTATES LTD. The statements made by Mr Pillai are not supported by evidence, for example he says 鈥榅 is common in art and fashion collaborations鈥�. That has not been shown. Similarly, X is said to be a universal symbol for and in non-English speaking countries. There is no evidence to support this statement. In absence of such evidence, I would have expected supporting narrative to explain why the name was chosen. There are many other possible combinations that could be made from the names of Mr Pillai鈥檚 grandchildren. There is no explanation as to why this particular one was chosen above others.

41. The primary respondent submits that he was unaware of the applicant when he registered his company name on 2 July 2024. I find that surprising, given the significant reputation of the applicant, but in any case, I would have expected the primary respondent to have discovered references to the applicant鈥檚 business in basic searches that would form part of due diligence checks when starting a new business.

42. The burden is on the primary respondent to show it acted in good faith. In the absence of evidence to support the primary respondent鈥檚 statements and in the absence of any supporting narrative to explain, for example, other company names that may have been considered, I cannot find that the primary respondent has discharged the burden upon it.

43. The defence of good faith fails.

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

44. 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. In its CNA2 the primary respondent reiterates, under the heading, 鈥榩lease provide relevant information to support your defence鈥�, that:

鈥溾��due to the nature of our client鈥檚 business activities which is of a smaller scale and only to manage properties already owned by them, our client is adamant that the interest of the applicant are not adversely affected to any significant extent鈥�.

45. It would appear from the evidence that the primary respondent鈥檚 business manages a portfolio of properties that it owns. A large part of the applicant鈥檚 business is asset management, goodwill and reputation for which has been accepted by the primary respondent. The management of assets includes tangible and non-tangible assets and would include real 鈥榖ricks and mortar鈥� property of the type owned and manged by the primary respondent. The primary respondent is keen to point out that the businesses are different. The distinctions may be apparent to specialists in the industry; however, they are not significant enough to put sufficient distance between the parties to remove the risk that the interests of the applicant will be adversely affected. I also remind myself that it is through the eyes of the public that the matter is to be judged.

46. The primary respondent鈥檚 services are close enough that customers may believe there is a link between the two companies such that the applicant鈥檚 goodwill and reputation may be damaged if the respondents鈥� services were, for example, sub-standard. This would adversely affect the applicant.

47. Therefore, there remains a real risk that the applicant鈥檚 interests are adversely affected and this defence fails.

Outcome

48. The application is successful.

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

(a) AXA ESTATES LTD shall change its name within one month of the date of this order to one that is not an offending name;

(b) AXA ESTATES LTD shall:

(i) take such steps as are within its 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.

50. 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.

51. 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.

52. All 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

53. 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 Tribunal鈥檚 practice direction.

54. In its skeleton argument the primary respondent submitted:

鈥�39. In the circumstances that the Applicant seeks its costs, it is submitted that this ought to be rejected on the basis that the Respondent did not receive adequate notification before the Application was filed.鈥�

55. The relevant dates are as follows:

• 13 January 2025 - Keltie sent a letter before action to AXA ESTATES LTD, with a reply by date of 23 January 2025. The letter was signed Keltie and provided Rosemary Cardas鈥檚 email address below the signature.

• 23 January 2025 AXA filed its application with this tribunal.

• 31 January 2025 鈥� Lawsmith Solicitors replied to the letter before action. It said that the director of AXA ESTATES LTD was travelling in India and received the correspondence on 22 January 2025 and said:

鈥淚n order for our client to be made aware of his full rights, the legal intricacies of the Companies Act 2006, in addition to instructing a legal representative, we believe that the one day gap between the 22 January 2025 and 23 January 2025 is an insufficient amount of time for our client to prepare an adequate response to your letter, given the best interests towards our client鈥檚 company.鈥�

56. There are two reasons I do not accept the primary respondent鈥檚 request to not award costs to the applicant. The first is that having received the letter a day before the deadline, the primary respondent鈥檚 director had the email address for the applicant鈥檚 representative, Rosemary Cardas. It would have been a simple matter to send a holding email to the applicant explaining the situation. Secondly, the response that was sent on 31 January 2025 did not suggest that the parties should negotiate or attempt to agree terms, it simply states the same reasons for not changing the primary respondent鈥檚 company name as those advanced before this tribunal. In other words, the primary respondent was not denied the opportunity to attempt to reach a settlement without recourse to this tribunal.

57. Accordingly, the applicant is entitled to a contribution towards its costs, bearing in mind that the it did not attend the hearing, but prepared submissions in advance. The award has been calculated as follows:

拢300 for preparing a statement and considering the other side鈥檚 statement
拢500 for preparing evidence
拢200 preparation of submissions for the hearing
拢400 for official costs (CNA1)
拢150 for official costs (CNA3)

拢1550 in total

58. I therefore order AXA ESTATES LTD to pay AXA Ltd the sum of 拢1550. 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

59. 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.

60. 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.

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

Dated 27 May 2026

Al Skilton
Company Names Adjudicator