扒哥吃瓜

Companies Act 2006

In the matter of application No. 4868 by ROTOM CARGO PAK LTD for a change to the company name of ROTOM LTD, a company incorporated under number 11528062

Background and pleadings

1. The company name ROTOM LTD (鈥渢he primary respondent鈥�) has been registered since incorporation on 21 August 2018 under company number 11528062. The register of companies describes the primary respondent鈥檚 鈥淣ature of business (SIC)鈥� as 鈥�78200 鈥� Temporary employment agency activities.^{[footnote 1]}

2. By an application filed on 14 May 2024, ROTOM CARGO PAK LTD (鈥渢he applicant鈥�) applied under section 69(1) of the Companies Act 2006 (鈥渢he Act鈥�) for the primary respondent鈥檚 name to be changed.

3. The applicant states that the name associated with it which caused it to make the application is ROTOM. The applicant states:

鈥湴阝��] the applicant owns substantial goodwill in relation to 鈥淩OTOM鈥� in the UK (and Europe). The applicant鈥檚 parent also owns the Mark (UK00916941106 鈥� see s.11) which pre-dates Rotom Ltd鈥檚 company name registration and is identical to Rotom Ltd鈥檚 company name (ignoring the descriptive word 鈥渓td鈥�). Use of ROTOM for identical services (or for offering identical services) is an infringement of the ROTOM鈥檚 trademark. Further, Rotom Ltd鈥檚 use of ROTOM for its company name is a misrepresentation likely to deceive the public into a mistaken belief that its business is associated or connected with that of the applicant鈥檚 business, when that is not the case. This use is liable to damage the applicant鈥檚 reputation, as well as damage it financially in lost revenue (whether through direct transfer of trade, or revenue loss pursuant to that loss of reputation). This constitutes passing off.鈥�

4. The primary respondent filed a notice of defence and counterstatement on 28 July 2024. It accepts that 鈥淩otom Europe鈥� registered the ROTOM mark on 8 November 2017 and that it has had a domain name registered since 2004. However, it denies that the applicant has offered services in the UK since 2004. With regard to the nature of business, the primary respondent states:

聽鈥渨hen it comes to the nature of business, I knew that 摆鈥�] I would lorry driver hence my account adives (sic) that this is related to freight transport by road. The applicant states that similar services however, that is not true as I鈥檓 not providing transport services. My services are for transport companies who are in need of a driver either for short or long term. For that reason, I鈥檝e made the decision to change the nature of the business for Rotom LTD to 鈥�78200 鈥� Temporary employment agency activities鈥� to avoid any resemblance to the applicant.鈥�

5. The primary respondent relies upon the following defences:

a. That the name was registered before the commencement of the activities on which the applicant relies to show goodwill or reputation.

b. 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.

c. That the name was adopted in good faith.

d. That the interests of the applicant are not adversely affected to any significant extent.

6. On 5 September 2024, Edmond Mihai Dobrea, being a director of the primary respondent, was joined to the proceedings as a co-respondent in accordance with section 69(3) of the Act.

7. Neither party requested a hearing, and only the applicant filed written submissions in lieu. This decision is taken following a careful consideration of the papers on file.

Representation

8. The applicant is represented by Potter Clarkson LLP.

9. The respondents are self-represented.

Evidence and Submissions

10. The applicant filed evidence in chief in the form of the first witness statement of Chris Stephen Player dated 1 November 2024, which is accompanied by 5 exhibits (CSP1 to CSP5). Mr Player is the Managing Director of the applicant, and has been a director of the applicant since 29 February 2024.

11. The primary respondent filed evidence in the form of the witness statement of Edmond-Mihai Dobrea dated 18 March 2025, which is accompanied by 2 exhibits (EX3 and EX4). Mr Dobrea is the co-respondent in these proceedings, being a director of the primary respondent.

12. The applicant filed evidence in reply in the form of the second witness statement of Mr Player dated 16 April 2025.

13. The applicant filed written submissions in lieu, dated 2 June 2025.

14. I have taken the evidence and submissions into consideration in reaching this decision and I will refer to the relevant points, where necessary, below.

Legislation

15. Section 69 of the Act states:

鈥�(1) A person (鈥渢he applicant鈥�) may object to a company鈥檚 registered name on the ground 鈥�

(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 鈥�

(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 鈥�

(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 鈥済oodwill鈥� includes reputation of any description.鈥�

Goodwill/Reputation

16. Goodwill is defined at section 69(7) of the Act as including a 鈥渞eputation of any description鈥�. Consequently, goodwill includes, but is not limited to, Lord Macnaghten鈥檚 classic definition in Inland Revenue Commissioners v Muller & Co鈥檚 Margarine Ltd [1901] AC 217 at 223:

鈥淲hat is goodwill? It is a thing very easy to describe, very difficult to define. It is the benefit and advantage of the good name, reputation and connection of a business. It is the attractive force which brings in custom. It is the one thing which distinguishes an old-established business form a new business at its first start.鈥�

17. The relevant date for the purpose of providing goodwill/reputation is the date of the application for a change to the company name i.e. 14 May 2024. ^{[footnote 2]}

18. Mr Player gives evidence that the applicant was incorporated on 10 March 2008 and operated in the UK as part of a wider group of companies. The applicant, and the wider group, provides logistics products and services under the ROTOM brand. An example of the UK website dating back to August 2013 has been provided. ^{[footnote 3]} The applicant uses the trade mark ROTOM under licence from its parent company, which has a registered UK trade mark. ^{[footnote 4]} Mr Player gives evidence that, as of the date of his statement, the group of which the applicant is a part 鈥渄elivers over 16 million pallets each year to customers across Europe.鈥� However, no indication is given as to what proportion of these pallets were delivered by the applicant, or to UK customers.

19. Mr Player goes on to state that:

鈥�11. The Rotom Group (and, since its incorporation, the Applicant) has longstanding relationships with numerous leading retailers in the UK, including for example Greggs, ASDA, Sainsburys, Boots, Screwfix and Sports Direct, to which it provides various services and goods.

12. The Rotom Group has provided such logistics goods and services in the UK to prior to [sic] and including the Company Registration Date, including, by way of example, to Hartman Outdoor Products UK Ltd. Details of invoices and quotes showing the use of the ROTOM name and Trade Mark, and other sub-brands of the Rotom Group (including 鈥淩otomrent鈥� and 鈥淩otomshop鈥�) are enclosed at Exhibit CSP4.鈥�

20. Exhibit CSP4 consists of the following documents:

a. A rental agreement dated 28 December 2015 between Hartman Outdoor Products UK Ltd (鈥淗artman鈥�) and Rotom Nederland BV. It relates to the rental of mobile racks and metal tubes. The agreement is for 200 mobile racks and 800 metal tubes, the former of which are charged at a price of 鈧�0.17 per piece per day and the latter are charged at a price of 鈧�0.01 per piece per day. This amounts to a value of 鈧�42 per day (鈧�34 + 鈧�8), and the agreement is for a period of at least 140 days. This results in a value of at least 鈧�5,880.

b. A rental invoice dated 31 January 2016, which is addressed to Hartman and is issued by Rotom Nederland BV. It is in a different language and so it is not apparent to me to which goods/services this invoice relates, other than 鈧�206.88 which I can identify relate to mobile racks.

c. A rental quote dated 23 December 2015 which is addressed to Hartman. This is for mobile racks and tubes. The document is partly in a different language, but what appears to be the price is listed as 鈧�42.

d. A rental agreement dated 23 January 2018 between Rotom Nederland BV and Hartman. This relates to 100 mobile racks, at a rental price of 鈧�0.18 per item per day, and 400 tubes at a rental price of 鈧�0.02 per item per day. This amounts to 鈧�26 per day (鈧�18 + 鈧�8). The rental period is approximately 10 weeks (70 days), meaning the value of the agreement is 鈧�1,820.

21. There are clearly issues with the evidence filed by the applicant. There is very limited UK-specific evidence, and the evidence that is related to the UK demonstrates use on a very low scale. Even if I took them all as separate transactions (and I am not convinced that the Rental Invoice is not simply an order placed within the scope of the first Rental Agreement), the total value of all of these transactions is less than 鈧�8,000. There is reference to longstanding relationships with well-known retailers in the UK, but no further information regarding when those relationships started or the nature of those relationships is provided. I am not convinced that the evidence before me would be enough to support a passing off claim. However, the definition of goodwill in section 69 of the Act is broader; it refers to a 鈥渞eputation of any description鈥�. With that in mind, I do not rule out that the evidence is sufficient to establish the requisite reputation for the present claim to proceed.

22. However, that is not the end of the matter because the only evidence of use that I have before me relates to use by a different entity, Rotom Nederland BV. I understand this to be the applicant鈥檚 parent company. However, the applicant is the party to bring this claim and it is the applicant that must demonstrate the requisite goodwill/reputation. It has failed to do so. With this in mind, the Tribunal wrote to the applicant as follows on 11 May 2026:

鈥淭he Adjudicator has reviewed the evidence and notes that there is some tension between the name of the applicant (Rotom Cargo Pak Ltd) identified in the Form CNA1, and the evidence of trading filed which refers to Rotom Nederland BV (see, for example, Exhibit CSP4)

.

As a consequence, the applicant is allowed 14 days i.e. on or before 26 May 2026 to consider the position and to make any request to the Tribunal which it considers appropriate. Any response shall be copied to the primary and co-respondents who will then have 14 days from the receipt of the same to file any comments that they consider appropriate. At the conclusion of those periods, the Tribunal will review any request made and/or comments received and will provide its directions to the parties.鈥�

23. In response to this, the applicant filed submissions reiterating that the applicant benefits from a licence which enables it to use the ROTOM name (both a registered trade mark and any goodwill/reputation accrued). In support of this, a licence dated 18 May 2026 was filed which states:

鈥淭his Letter Agreement (鈥淎greement鈥�) sets out the terms upon Rotom Cargo Park Ltd (鈥淩otom Cargo Pak鈥� or 鈥淵ou鈥� are granted a non-exclusive license:

• by Rotom Nederland B.V. 摆鈥�] to use the UK trade mark (number UK00916941106) for 鈥淩OTOM鈥�, filed on 3 July 2017 and entered into the register on 8 November 2017 (the 鈥淭rade Mark鈥�) in respect of the services covered by the scope of the Trade Mark, and as part of your company name, whether alone or in combination with an existing company name; and
  
• by Rotom Europe B.V. 摆鈥�] and Rotom Nederland B.V. 摆鈥�] to all accrued goodwill and reputation comprised within each of the Trade Mark and the commercial use 鈥淩OTOM鈥� sign in respect of logistics services in the UK (the 鈥淭erritory鈥�) as at the Effective Date (defined below),
  
  together the 鈥淯K Rights鈥�.
  
  摆鈥�]
  
  This Agreement confirms the terms of the permissive licence in existence between Rotom Nederland B.V., Rotom Europe B.V. and shall therefore take effect from 17 April 2019 (鈥淓ffective Date鈥�), being the date upon which Rotom Europe B.V. took a position of significant control of Rotom Cargo Pak, bringing Rotom Cargo Pak within its group structure.鈥�

24. This document was not filed in the correct evidential format, having merely been annexed to submissions. However, for reasons that will become clear, nothing will turn on this. There does not appear, from the documents filed, to be any suggestion that the applicant was transferred the business of Rotom Europe B.V. or Rotom Nederland B.V. as a going concern (such that goodwill would have been assigned to it), but rather was granted a licence to use the name ROTOM. However, the granting of a licence does nothing more than demonstrate that the applicant had a right to use the name ROTOM; it does not prove ownership of goodwill.

25. Whilst I note that the applicant points in its submissions to the fact that the applicant has accrued goodwill in its own right since that date, there are two issues with this submission. Firstly, it is simply not made out on the evidence before me for the reasons given above. Secondly, even if there was evidence of the applicant using the sign ROTOM in the UK, the terms of the licence filed do not suggest that any goodwill generated would remain with the applicant, rather than reverting to the entities who had granted a licence. Indeed, the fact that it is described as a non-exclusive licence makes it even more unlikely that goodwill would remain with the applicant.

26. The applicant has not made any application to substitute the name of the applicant, despite being given an opportunity to do so. Consequently, I find that the application falls at the first hurdle i.e. the applicant has filed to show that it owns goodwill/reputation in the name concerned.

Conclusion

27. The applicant鈥檚 objection to the company name is dismissed because the applicant does not have goodwill/reputation associated with the name relied upon. As such, the provisions of section 69(1) of the Act are not satisfied. As a result, no order will be made requiring the primary respondent to change the contested name.

Costs

28. The primary respondent has been successful. The Tribunal awards costs from the published scale at paragraph 10 of the Tribunal鈥檚 Practice Direction. This is intended to provide a contribution, but not recompense, to the successful party. The official fee for Form CNA2 is full re-imbursed. In the circumstances, I order the applicant to pay the sum of 拢1,250, calculated as follows:

Fee for filing Form CNA2: 拢150
Considering the application and preparing a counterstatement: 拢300
Preparing and considering evidence: 拢800

Total: 拢1,250

29. I therefore order ROTOM CARGO PAK LTD to pay ROTOM LTD the sum of 拢1,250. This sum is to be paid within 21 days of the conclusion of the appeal period or, if there is an appeal, within 21 days of the conclusion of the appeal proceedings.

Dated 23 July 2026

S WILSON
For the Registrar