Decision on General Electric Company Ltd

Companies Act 2006

In the matter of application no. 3642 for a change of company name registration no. 12657712

1.
The company name GENERAL ELECTRIC COMPANY LTD (“the primary respondent”) has been registered since 9 June 2020 under number 12657712. An objection to the name was filed on 1 October 2021 by General Electric Company (“the applicant”) under s. 69 of the Companies Act 2006 (“the Act”), which reads:

“69. (1) A person (“the applicant”) may object to a company’s 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 “goodwill” includes reputation of any description.”

2.
Mr Lunesh Singh, 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 applicant claims that it has goodwill in a number of fields, particularly power, renewable energy, aviation and healthcare, associated with the name “General Electric Company”. It says that the name “GENERAL ELECTRIC COMPANY LTD” is identical to that name and that use of “GENERAL ELECTRIC COMPANY LTD” in the UK would be likely to mislead by suggesting a connection between the respondents and the applicant where none exists. Consequently, its objection is brought under s. 69(1)(a) of the Act. The applicant asks that the name be removed from the Companies Register and be changed to a name which is not offending.

4.
The primary respondent filed a notice of defence denying the applicant’s grounds and requiring the applicant to prove that it has goodwill associated with the name “GENERAL ELECTRIC COMPANY”. In its notice of defence, it relied on the defences under ss. 69(4)(a), (b) and (e) of the Act. An application was made at the hearing for permission to rely upon the defence under s. 69(4)(d) as well. I will return to this later in the decision, if necessary.

5.
Both parties filed evidence. A hearing was held before me, by videoconference, on 20 February 2023. The applicant was represented by Paul McKay of Baker & McKenzie LLP. The respondents were not professionally represented but Mr Singh appeared on their behalf.

6.
Both parties seek an award of costs.

Evidence

7.
The applicant’s evidence consists of two witness statements, with exhibits, from Cindy Zelson, who is Senior Counsel- Marketing and Brand Management for the applicant. Ms Zelson’s evidence goes to the use which the applicant has made of the name “General Electric Company”.

8.
For the respondents, Lunesh (Joel) Singh, the co-respondent, filed a witness statement and four exhibits. Mr Singh gives evidence about the respondents’ use of the name at issue, as well as making various submissions about the applicant’s use, or not, of the name “General Electric Company”, which I will bear in mind.

9.
I have read all of the evidence and will refer to it as necessary in the course of this decision.

Goodwill

10.
S. 69(7) of the Act defines goodwill as a “reputation of any description”. Consequently, in the terms of the Act goodwill is not limited to Lord Macnaghten’s classic definition in IRC v Muller & Co’s Margarine Ltd [1901] AC 217:

(c) “What 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 from a new business at its first start.”

11.
The respondents’ submissions that the applicant was unable to operate legally in the UK before 2000 because it had no claim to sole goodwill and/or because other companies were listed on the register under the same or a very similar name are misconceived. It is perfectly possible for two companies to have goodwill under the same name. This may happen when two companies adopt the same name innocently and independently of one another. The mere fact that both use the same name does not make one party’s use impermissible. As regards company registration, the fact that a company name is registered also does not mean that use in trade by another company, particularly if that use predates the registration, is excluded. In both cases, unless and until one party successfully obtains judgment against the other, they may both continue to trade, subject only to their own assessment of and appetite for risk.

12.
Mr Singh also made a submission to the effect that company names had to be re-registered in the UK following Brexit. I do not understand this submission. The UK register of companies was before Brexit and remains a UK register. Brexit introduced no additional requirements for registration. It is true that pending EU trade mark applications needed to be re-registered in the UK but that is of no relevance: a trade mark registration is no proof of goodwill and the prima facie burden to show a defence is on the respondents.

13.
Turning to the applicant’s evidence, this contains no details of revenue specific to the UK. However, the applicant’s revenue in Europe, including the UK, in 2021 was approximately USD15 billion, in 2019 over USD17 billion and in 2020 around USD14 billion. The proportion of revenue between aviation, healthcare, renewable energy and power has been somewhat variable but all of the figures are substantial.

14.
By 2022, the applicant employed over 7,500 people in the UK and had more than 20 UK sites. ^{[footnote 1]} A web page from www.ge.com/europe/united-kingdom refers to the testing of the Haliade-X wind turbine in Northumberland, “handling” an aviation engine in Wales, supplying around two thirds of NHS hospitals nationwide with imaging equipment and providing propulsion systems for the Queen Elizabeth-class aircraft carrier. ^{[footnote 2]} In 2007, the applicant acquired an aviation business in Cheltenham, it was in 2016 operating a rotating machine manufacturing plant in Rugby, in 2017 it opened a manufacturing facility in Stafford, which appears to be connected with electricity generation (and which appears to supplement an existing transformer facility also in Stafford) and there are sales forecasts for 2014 for an aviation engine and system facility in Hamble. ^{[footnote 3]} Over 40% of the Hamble projected sales are expected to be to UK customers. The Cheltenham avionics facility was recognised in 2020 for its supply of aircraft parts; it also appears to have been supplying parts to Airbus at that date. ^{[footnote 4]} The Rugby plant appears to have remained in operation until 2022. ^{[footnote 5]} There is also an article about a healthcare facility in Cardiff and evidence of a number of GE healthcare offices in the UK in 2022. ^{[footnote 6]} A print from www.gehealthcare.co.uk lists an article dated June 2021 regarding radiology, though the article is not provided. ^{[footnote 7]} In addition, prints from ge.jobs show a number of posts available in the UK, such as power generation consultant, software engineer and field service engineer- x-ray. ^{[footnote 8]} These are not dated except for a 2022 printing date but there are reviews of “GE” as an employer in the UK dated between November 2015 and April 2021. ^{[footnote 9]}

15.
I also note that there is reference to British Airways being a customer in the 2021 annual report, in the context of GE-manufactured engines capable of operating on sustainable aviation fuel. ^{[footnote 10]} The report mentions the offshore wind farm at Dogger Bank (UK) in relation to unfilled customer orders and there is reference to the resolution of a dispute with HMRC which concerned the activities of GE Capital between 2004 and 2015. ^{[footnote 11]}

16.
There are gaps in the evidence, most significantly any figures relating to the business in the UK either as a whole or according to sector. Some of the above evidence is not dated prior to the relevant date. However, given the scale of the business and the production timescales likely to be involved (e.g. supplying two thirds of NHS hospitals, manufacturing aircraft engines), it is unlikely that such activities sprang from nowhere in the period between the filing of the application in October 2021 and Ms Zelson’s statements in March and October 2022. In my view, the very large European revenue figures, combined with the evidence of UK aviation, healthcare and energy generation facilities in operation prior to the relevant date and major customers such as British Airways, Airbus and the NHS are sufficient to establish that there was by the relevant date a business in the UK which had goodwill at least in the fields of aviation manufacture, power generation and healthcare imaging.

17.
However, the evidence showing that the name “General Electric Company” is the name associated with the goodwill in the UK is far less compelling. The applicant’s position is that the relevant public will understand “GE” (or its logo) as meaning “General Electric”/ “General Electric Company”.

18.
The evidence showing use of “General Electric Company” or “General Electric” in the UK prior to 1 October 2021 is as follows:

– The website print from 2016 about the applicant’s Rugby plant says that in 1967 AEI was acquired by “the General Electric Company (GEC)” and that in 2011 “General Electric acquires Converteam to become GE’s Power Conversion business”. “General Electric Company” also appears in the copyright notice;

– In the print about the Hamble facility, which can be no later than 2014, GE Aviation is described as an “operating unit of General Electric Company”;

– An article about GE Energy Management in Northern Ireland shows a 2021 copyright notice for “General Electric Company”. ^{[footnote 12]}

19.
Ms Zelson says that “General Electric” is featured extensively in the applicant’s promotions and advertisements. Some of the evidence relates to the UK, including UK national newspapers. ^{[footnote 13]} The advertisements themselves are, however, almost exclusively illegible. The one legible advertisement shows “GE Capital” but not “General Electric Company” (p. 586).

20.
The remaining evidence is either dated after the relevant date or is not clearly related to the UK. It can be summarised as follows:

• a print from www.ge.com, which at the top reads “General Electric: GE”. ^{[footnote 14]} “UK” is visible. The print is undated, save for a 2022 copyright date;

• prints from www.gehealthcare.co.uk, which include a 2022 copyright notice for GENERAL ELECTRIC COMPANY and a 2022 printing date but which are otherwise not dated;^{[footnote 15]}

• the 2021 annual report includes a section headed “ABOUT GENERAL ELECTRIC”, which continues, “General Electric Company (General Electric, GE or the Company)” (p. 13); there are some further references to “General Electric Company” in the report (e.g. pp. 14-15, 105-106). The report is a US filing;

• Evidence that “General Electric” has at least 104 social media profiles.^{[footnote 16]} Most of the names are not provided but there is evidence of:

  – A G+ account for “General Electric” (the date when this was created is not given);

  – the Instagram handle “@generalelectric” (the print is dated 2022; there is no creation date for the account). It has 450,000 followers; ^{[footnote 17]}

  – a YouTube channel named “General Electric”. The printing date is March 2022 and the only visible posts are from 5 days and 2 weeks “ago”, respectively

• the applicant’s Twitter handle is “@generalelectric” and the print indicates it joined the platform in March 2011.^{[footnote 18]} It has 446,700 followers, seemingly in March 2022, and there are a number of posts from the same time;

• a third-party video on YouTube is titled “What happened to General Electric” from “1 year ago”. This appears to mean a year before the March 2022 printing date;

• brand recognition for the applicant.^{[footnote 19]} “General Electric” or “General Electric Company” appears in articles dated (i) 2010: a print from the applicant’s website, with a US location at the start; (ii) 2014: Interbrand rankings for “General Electric”, subsequently abbreviated to “GE”; (iii) 2016: a GE Healthcare-authored article about recognition of a product by Popular Science magazine, showing a “General Electric Company” copyright notice; and (iv) 2017: a print from www.alt-creative.com, about “The Six Most Recognized Logos and Why They Work”, which mentions “General Electric”, though it is the stylised “GE” logo which is the focus of the comment;^{[footnote 20]}

• narrative and documentary evidence that “General Electric” has featured in the higher levels of global company rankings between 2005 and 2021, from organisations such as Boston Consulting Group, Fortune Magazine, bcgperspectives.com, Barron’s Magazine (including online.barrons.com), ETHISPHERE, Working Mother (www.workingmother.com/ Working Mother Magazine), www.forbes.com, asiasociety.org and the Dow Jones Sustainability World Index; ^{[footnote 21]}

• an article reporting that “General Electric” was in the Dow Jones Industrial Average from its start in 1896 until 2011, apart from two periods in the 1990s; ^{[footnote 22]}

• prints from www.gelighting.com, www.gehealthcare.com, www.ge.com and www.genewsroom.com which feature copyright notices (2018, 2019 or, in one instance, 1997-2018) for either “General Electric” or “General Electric Company”;^{[footnote 23]}

• a copy of remarks to a university in Pennsylvania from 2004 which mention “General Electric” as one of the world’s most enduring institutions in the field of business; ^{[footnote 24]}

• prints from The Digest magazine, which appears to be a publication of the International General Electric Company, Inc., and the General Electric: Schenectady Works News from the 1920s and 1930s which refer to a UK representative in 1921 and an affiliated UK company in 1936; ^{[footnote 25]}

• an account from 1947 about the then-president of the International General Electric Co., Inc., an American who spent time apparently working for the company in England in the 1930s. ^{[footnote 26]}

21.
The UK entities and facilities all appear to trade under the initials “GE” rather than “General Electric [Company]”. I do not consider that copyright notices indicate to the customer that the business is trading under that name. Not only are they in an inconspicuous position at the bottom of web pages but the assertion of rights in copyright is a different matter from the offering of goods or services under a particular name. Given the applicant’s area of business, its customers are likely to be governments and large state or private companies but even those members of the relevant public who are not particularly informed will understand that company structures result in parent/subsidiary relationships, where the trading name and the company which holds the copyright are not necessarily the same. The remaining references in the evidence pertaining to the UK are both incidental and at least seven years before the relevant date. In my view, the evidence clearly relating to the UK does not show that the name “General Electric Company” enjoyed goodwill in the UK at the relevant date.

22.
I accept that the evidence does appear to show that the names “GE” and “General Electric” are used interchangeably by the applicant in documents such as its annual report. I also note that the 2012 www.forbes.com article and the Interbrand ranking use “General Electric” and then abbreviate it, and that Working Mother recognised the company not only as described above but that in 2009 and 2013 it was recognised under the name “GE”. ^{[footnote 27]} All of this evidence, however, either relates to the US (for example, the Working Mother awards from 2006 and 2007 are reported by usatoday30.usatoday.com and NY Daily News, respectively, suggesting a US publication) or is neutral because, for example, the domain name is .com, the title of the awarding entity does not suggest that it is a UK publication or there are no circulation/visitor figures for the UK. There is no evidence of the degree to which, if at all, the applicant’s US-filed annual report would have come to the attention of the relevant UK public, particularly as it is the report for the parent company rather than any UK subsidiaries and no UK-specific information is included. Global rankings for a company do not necessarily translate to recognition in the UK and there is no way for me to determine whether the ranking entities are well known or influential in the UK or whether their results were reported here. In circumstances where the burden of proof is on the applicant to show that it has the required goodwill in the name, evidence which neither proves nor disproves the point will not do. I accept that the applicant is clearly a very large organisation with worldwide operations but I am not prepared to assume that the fact that some US entities have used the names interchangeably means that both names enjoy equal recognition in the UK or that the relevant UK public would understand “GE” to mean “General Electric”. The other point to make is that, if the applicant were known as “General Electric Company” in the UK, one would expect that there would be evidence not only of the applicant’s own output under that name but also of third parties referring to it in such terms, as there is for the US market. The absence of any such evidence is telling.

23.
The www.ge.com website does show “General Electric” but this evidence is dated after the relevant date and there is no indication whatsoever of UK traffic to the site. In circumstances where the UK parts of the business appear to have their own websites (such as www.gehealthcare.co.uk), my view is that evidence is required to show whether the www.ge.com website had any significant impact on the relevant UK public. There is no such evidence. A similar point applies to the social media accounts. The Twitter account has been in existence since 2011 and it has almost 450,000 followers. I accept that they are unlikely all to have been garnered after the relevant date. It is also unlikely that a similar number of Instagram followers all occurred after the relevant date. However, there is nothing to indicate the locations of these individuals, which could be anywhere in the world. I also note that such evidence as there is of Twitter posts includes retweets from “GE Renewable Energy” and “GE Healthcare”, suggesting that the subdivisions of the business have their own accounts. There is no evidence to show whether or not they use the words “General Electric Company”.

24.
Some of the evidence is, as I indicated above, narrative evidence provided by Ms Zelson. I do not consider it safe to rely on assertions by Ms Zelson that “General Electric” or “General Electric Company” appeared in, for example, brand rankings and advertisements in the UK, unless there is documentary evidence to substantiate those assertions. This is because Ms Zelson conflates the use of “GE”, or a stylised logo of the letters “GE”, with use of “General Electric Company”. One of the starker examples is her evidence that “the European Union Intellectual Property Office (‘EUIPO’) recognized that General Electric Company enjoys a ‘high degree of reputation’ in the EU”. ^{[footnote 28]} This statement is inaccurate. In the exhibited decisions, the mark in issue before the EUIPO was the “GE” logo, not the words “General Electric” or “General Electric Company”. The submissions made at the hearing that one of the decisions had found that the applicant had a reputation are also inaccurate, for the same reason. ^{[footnote 29]}

25.
In conclusion, whilst I have no doubt that the applicant has a significant business in the UK, I find that the applicant has not established that the goodwill of that business attaches to the name “General Electric Company”. The evidence is too weak to support the applicant’s contention that references to “GE” will be understood as meaning either “General Electric” or the name relied upon, “General Electric Company”. Consequently, the conditions at s. 69(1)(a) are not established and the application is rejected.

Outcome

26.
The application is dismissed.

Costs

27.
As the respondents have been successful, they are entitled to a contribution towards their costs, based upon the scale of costs published in paragraph 10.1 of the Practice Direction and bearing in mind that they were not professionally represented. The respondents filed very little evidence but the applicant’s evidence was substantial-over 700 pages-and much of it irrelevant. I take that into account. I award costs to the respondents as follows:

Preparing a statement and considering the applicant’s statement: £200

Preparing evidence and considering the other party’s evidence: £750

Preparing for and attending the hearing: £150

Official fees (CNA2, CNA3, CNA4): £500

Total: £1,600

28.
I order General Electric Company to pay GENERAL ELECTRIC COMPANY LTD the sum of £1,600 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.

29.
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 27 July 2023

Heather Harrison
Company Names Adjudicator