Hollywood Curl (Pty) [1988] ZASCA 132; [1989] 4 All SA 30 (AD) (30 September 1988)

Hollywood Curl (Pty) [1988] ZASCA 132; [1989] 4 All SA 30 (AD) (30 September 1988)

The court held that section 45(2) of the Companies Act, 1973 requires a causal connection between the registration of a company by a particular name and likely damage to the objector. The evidence showed that the passing off was the result of the appellant's activities, some of which occurred before its incorporation, and not the company name itself. There was no evidence that the registration of the appellant by the name 'Hollywood Curl (Pty) Ltd' was calculated to cause damage to Twins Products. Therefore, the Registrar of Companies was correct in refusing to order the appellant to change its name, and the court a quo erred in setting aside that decision.

Citation
[1988] ZASCA 132
Parties
Appellant: Hollywood Curl (Pty) Limited; Respondent: Twins Products (Pty) Limited
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
30 September 1988
Case Number
281/87
Procedural Posture
Civil Appeal / Appeal From Court a Quo
Outcome
Appeal upheld; order of the court a quo set aside.
Judges
Corbett, Smalberger, Milne, Kumleben, Nicholas
Legal Topics
Company Name Change, Passing Off, Registrar Discretion, Companies Act Interpretation
Commercial and Corporate Company Name Change Passing Off Registrar Discretion Companies Act Interpretation

Case Brief

Summary, issues, holding and outcome

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Parties

Hollywood Curl (Pty) Limited

Appellant

Twins Products (Pty) Limited

Respondent

Procedural Posture

Civil Appeal / Appeal From Court a Quo

Legal Issues

  1. 1 Whether the registration of the appellant company by the name 'Hollywood Curl (Pty) Ltd' was calculated to cause damage to the respondent under section 45(2) of the Companies Act, 1973.
  2. 2 Whether the Registrar of Companies was correct in refusing to order the appellant to change its name.
  3. 3 Whether passing off by the appellant rendered its company name undesirable as contemplated by the Act.

Ratio Decidendi

The court held that section 45(2) of the Companies Act, 1973 requires a causal connection between the registration of a company by a particular name and likely damage to the objector. The evidence showed that the passing off was the result of the appellant's activities, some of which occurred before its incorporation, and not the company name itself. There was no evidence that the registration of the appellant by the name 'Hollywood Curl (Pty) Ltd' was calculated to cause damage to Twins Products. Therefore, the Registrar of Companies was correct in refusing to order the appellant to change its name, and the court a quo erred in setting aside that decision.

Court Disposition

Appeal upheld; order of the court a quo set aside.

Orders

  • The appeal is upheld with costs, including the costs of two counsel.
  • The order of the court a quo is set aside.