Wakilii

Sanlam General Assurance Uganda Limited v ICEA General Insurance Company (U) Limited [2024] UGRSB 17

Tribunal · 2024 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to Registrar of Companies seeking order to compel respondent to change company name on grounds of trademark infringement and passing off
Decision
Application dismissed for lack of jurisdiction

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Registrar of Companies has no jurisdiction to determine claims of trademark infringement or passing off when considering applications to compel a company to change its name. Section 37(2) of the Companies Act empowers the Registrar to order name changes only where the name gives a misleading indication of the company's activities likely to cause harm to the public, not where the complaint is based on trademark infringement. Section 40(2) applies only where a later-registered company's name is too similar to an earlier-registered company's name, not where the complaint concerns trademark rights. Such claims fall within the jurisdiction of the High Court.

Outcome

Application dismissed for lack of jurisdiction

Facts

The applicant, Sanlam General Assurance Uganda Limited, is the registered proprietor of three Lion trademarks registered in 2016 for insurance services under class 36. In 2017, the applicant acquired and amalgamated with Lion Assurance Company (U) Limited. The respondent, ICEA General Insurance Company Limited, changed its name to ICEA Lion General Insurance Company (U) Limited in February 2021. The applicant filed a complaint with the Registrar of Companies in August 2021, contending that the respondent's use of the word "Lion" in its company name infringed the applicant's registered trademarks and would cause confusion in the market. The applicant sought orders under sections 37(2) and 40(2) of the Companies Act compelling the respondent to change its name or be struck off the register. The respondent traced its history to the ICEA Lion group formed in 2012 through a business reorganization. Both parties filed statutory declarations and written submissions.

Issues

  1. Whether the Registrar of Companies has jurisdiction to determine claims of trademark infringement and passing off when considering an application to compel a company to change its name.
  2. Whether section 37(2) of the Companies Act empowers the Registrar to order a company to change its name on grounds that the name infringes another party's registered trademarks.
  3. Whether section 40(2) of the Companies Act applies where an applicant seeks to compel a company to change its name on grounds of trademark infringement rather than similarity to another company name.

Orders

  • Application dismissed.
  • No order as to costs.

Rules and key headnotes

Administrative Law — Jurisdiction of Tribunals — Statutory Limits on Jurisdiction
Jurisdiction is a creature of statute and cannot be conferred by consent, complacency of the parties, or acquiescence of the presiding officer. Where a jurisdictional issue comes to the attention of a presiding officer, the officer has an obligation to investigate it even if neither party raises a jurisdictional challenge. A decision taken without jurisdiction is invalid and amounts to nothing.
Company Law — Company Names — Registrar's Power to Order Name Change — Scope of Section 37(2) Companies Act
Section 37(2) of the Companies Act empowers the Registrar of Companies to order a company to change its name only where the Registrar forms an opinion that the name gives a misleading indication of the nature of the company's activities as to be likely to cause harm to the public. The section does not confer jurisdiction on the Registrar to determine whether a company name infringes another party's registered trademarks or constitutes passing off, as these matters are governed by the Trademarks Act and common law respectively and fall within the jurisdiction of the courts.
Company Law — Company Names — Section 40(2) Companies Act — Similarity Between Company Names
Section 40(2) of the Companies Act applies only where a later-registered company is registered by a name which, in the opinion of the Registrar, is too similar to the name by which an earlier-registered company is registered. The provision does not apply where the complaint is that a company name infringes a registered trademark or causes confusion with trademarked goods or services. Such claims must be brought before the High Court.
Intellectual Property — Trademarks — Forum for Trademark Infringement Claims
Claims of trademark infringement are governed by the Trademarks Act and are outside the mandate of the Registrar of Companies. An applicant cannot bring a trademark infringement action or passing off claim disguised as a matter for the Registrar's consideration under the Companies Act. Such claims fall within the jurisdiction of the High Court.
Administrative Law — Jurisdiction — Subject Matter Jurisdiction — Limits on Tribunal Powers
The Registrar of Companies has no jurisdiction to grant injunctive relief or to declare that a company's use of a particular word in its name is likely to cause confusion with another party's trademarks. Such remedies fall within the unlimited jurisdiction of the High Court.

Legislation cited (6)

Cases cited (4)

  • Owners of Motor Vessel Lillians v Caltex Oil Kenya Limited [1989] KLR 1
  • Desai v Warsama [1967] 1 EA 351
  • Ozuu Brothers Enterprises v Ayikoru (Civil Revision No. 2 of 2016)
  • A.G of Lagos State v Dosunmu (1989) 3 NWLR pt.111, pg. 552 S C

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Sanlam General Assurance Uganda Limited v ICEA General Insurance Company (U) Limited 2024 UGRSB 17 (23 July 2024)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.