Reference: 11/10/2005
Court: High Court, Chancery Division
Judge: Peter Smith J
Date of judgment: 11 Oct 2005
Summary: Company Names - Passing Off - Trade Marks - John Doe orders
Appearances: Christina Michalos KC (Claimant)
Instructing Solicitors: Arnold & Porter for the Claimant
Facts
The two Claimant companies were the European & UK subsidiaries of an international group of companies that were leaders in the airconditioning and flurochemicals markets. The companies were often referred to in the press as ‘Daikin International’. The first Defendant company was incorporated in England and Wales under the name ‘Daikin International Ltd’. The Claimants applied for a Glaxowellcome type injunction requiring the First Defendant company to change its name on the basis it was inherently deceptive (Glaxo plc v Glaxowellcome [1996] FSR 388). The Claimants sought an order against the existing members and a John Doe order to bind future company members (ie. those becoming members after the issue of the application and before the order was granted), following the decision in Halifax plc v Halifax Repossessions Ltd (CA) holding the court had no power to circumvent the statutory provisions requiring company members to pass a special resolution in order to change the company name.
Issue
Whether the Claimant company was entitled to an injunction and whether it was appropriate to grant a John Doe order against company members.
Held
Injunction granted ordering the First Defendant company and the named members to change the company name and granting a John Doe order against all company members within the meaning of s.22 of the Companies Act 1985.
Comment
The Court of Appeal in Halifax plc v Halifax Repossessions Ltd [2004] EWCA Civ 331 held that in order for the court to make an order requiring a company to effect a change of name, the procedures in the Companies Act 1985 governing name change could not be circumvented. Accordingly, it was necessary for applicants to seek mandatory orders against the members of the company requiring them to change the company name. Joining a John Doe defendant (specified as all members of the company) avoided the difficulty of the order not being enforceable if the named joined members have changed by the date the order is granted or other members have joined, whether this was done deliberately to defeat the order or innocently as part of a mere change in the membership.