IP-2023-000120 - [2025] EWHC 1793 (IPEC)

NHBCL pleads that the Claimants’ Bag was manufactured and offered for sale by the Restored Company between September 2010 and June 2017 and that by the 2023 Assignments any goodwill attaching to the Trade Mark including the right to bring proceedings for passing off was vested in NHBCL.

For the period between June 2017 and April 2018, NHBCL relied on the pleaded joint venture. In light of the effect of the dissolution and the fact that it is now accepted by NHBCL there was no joint venture the position is rather different.

Whilst an assignment of goodwill does not require the same formalities as would have been required for the Trade Mark there would need to be some evidence that goes beyond mere use that evidenced an assignment of the Restored Company’s goodwill prior to the dissolution. And that assignment would have to have been of the business as a whole to which the goodwill attached.

Since NHBCL sought to acquire the goodwill through the restoration itself in 2023 (see Mr Staveley’s witness statement referred to above) and then by the 2023 Assignments it seems tolerably clear that it accepts it had not been assigned earlier. This further supports the fact that there was no beneficial assignment of the Trade Mark or the business as a whole prior to the dissolution.

Whilst on one view NHBCL was the successor to the Restored Company the effect of the Restored Company being struck off and dissolved is that the goodwill in the Restored Company did not accrue to it.