NEW CLAUSE.—(Misleading Business Names.) (Hansard, 28 November 1916)

HC Deb 28 November 1916 vol 88 cc193-201 193

§ After Clause 13 (Removal of names from Register,) insert the following Clause:—

(1) Where any business name contains the word "British" or any other word which, in the opinion of the Registrar, is calculated to lead to the belief that the business is under British ownership or control, and the Registrar is satisfied that the nationality of the persons by whom the business is owned or controlled is at any time such that the name is misleading the Registrar shall refuse to register such business name or, as the case may be, remove such business name from the Register, but any person aggrieved by a decision of the Registrar under this provision may appeal to the Board of Trade, whose decision shall be final.
(2) The registration of a business name under this Act shall not be construed as authorising the use of that name if apart from such registration the use thereof could be prohibited.—[Mr, Tretyman.]

§ Clause brought up, and read the first time.

The PARLIAMENTARY SECRETARY to the BOARD of TRADE (Mr. Prety-man)
I beg to move, "That the Clause be read a second time."
The House will remember that on the Committee Stage of this Bill the suggestion was made and was supported by several hon. Members that a Clause should be inserted to prevent the word "British" or any kindred word which was calculated to lead people to suppose that a firm or individuals trading in this country were of British nationality being assumed by a firm which was not really of British nationality. That, broadly, was the proposal that was made, and I undertook between then and now to consider the suggestion, and, if possible, to introduce a Clause to meet the obvious wish of the Committee. The Clause upon the Paper is designed to fulfil that object, and if hon. Gentlemen will read it they will find that it does fulfil it. There is this difficulty about the matter. If we were to apply the test which was suggested in Committee, and if the Board of Trade were to have the liability of deciding in different cases whether the word "British" or any kindred word could properly be allowed to be used, it would greatly impede the registration. There may be hundreds of thousands of firms to be registered. Under the Bill the process of registration consists in sending to the Registrar by the firm or individual who has to be registered certain particulars. Thereupon registration is automatically carried out by the Registrar merely by the insertion of those particulars in the registration files. The House will see that any one or every one of those hundreds of thousands of cases might have to be referred to the Board of Trade to know whether actually they had the right to the name which they proposed to register or not. That would involve complication and a great deal of delay.
There are certain firms already in existence with a certain goodwill in their title, and the question whether this regulation was to apply to them or only to firms who came newly into existence after 195 the passing of the Act was another difficulty. There was a third point of very considerable importance indeed. No provision of this kind would be at all effective unless it dealt, not only with persons seeking to be registered but also with persons already registered, and in which case the ownership might change. A firm might very well be registered as British and be British, and the owners might afterwards part with the whole or some of their interest to those who are not British. Those are the three difficulties, and I think the House will see that they are really met by the Clause, which, instead of saying that no firm may be registered unless its title corresponds with its constitution, places upon the Registrar, and not upon the Board of Trade, the duty in the first instance of ascertaining whether the title of the firm is a proper one. When he receives particulars for registration if he has reason to believe that the title contains words calculated to deceive as to the nationality of the firm, he may refuse registration. It is part of his ordinary duty. But what is more important, and what I think covers all the points I have laid before the House is that the Registrar, after a firm has been registered, if at any time he has reason to believe that the title is calculated to deceive as to the nationality of the firm, may require the name to be changed. By that means we get over the principal difficulties and are able through the direct action of the Registrar to ensure that no firm will remain on the Register which assumes the title of "British" or any kindred word when either the ownership or control of the firm is not really British. That is the proposal of the Clause, and I hope that it will meet the wishes of hon. Members who suggested the change.

Mr. LLOYD
Is the Registrar's decision final?

§ Mr. PRETYMAN
We have left an appeal to the Board of Trade. The House will see that the Clause is mandatory. If in his opinion the name is calculated to deceive, he "shall." The effect of the Clause will be that if the name in his opinion is calculated to deceive, he must remove it, but if there is any dispute on the point then there will be reference to the Board of Trade, whose decision will be final.

§ Mr. STUART-WORTLEY
I took some interest in this question on the previous 196 stage. Assuming that the Registrar, in the first instance, has been satisfied that the use of the word "British" is not improper, and supposing some outside person has good reason to think that it is-not a proper use of the word, can he apply to the Registrar to exercise the powers given him by this Clause to remove the business name from the Register, without necessarily going further and appealing to the higher authority? Is that quite clear?

§ Mr. LOUGH
I should like to ask the right hon. Gentleman whether he has considered the difficulties likely to arise in the future in connection with the use of the word "British." A private individual might take the name without having any British place. The suggestion of the Clause is that its object is to prevent the use of the word "British" in order to mislead people into thinking it is under British ownership or control. I do not desire to throw any difficulties in the way of the hon. Gentleman. I believe he has endeavoured to meet the objections we have raised as far as possible. But this is a word which, perhaps, requires a little more careful consideration. There may be something deceptive about its use on occasion, and I shall, therefore, be very glad to have an assurance from the hon. Gentleman that the point has not been overlooked.

Sir H. DALZIEL
I think the Government are to be heartily congratulated on the proposal before the House. It constitutes a great improvement on the Bill as it stood, and I am indebted to the representative of the Board of Trade for his proposal. There can be no doubt now, it any company controlled by German influence is trading under a name which suggests it is a British company, it can, under the Bill, be dealt with by the Registrar. There is no doubt about that. But do not let us ignore the fact that at this moment there are companies trading under British names and using this very word "British" which are controlled by enemy influence. We had a case only the other day, "The British Art Needlework Company," which the Government themselves have put in the hands of a Controller. That is a German controlled company, and it is. I am glad to say, being dealt with. But it is only one of many throughout the country who adopt this title, in order to mislead, and that is one of the reasons why people have 197 been so slow to wake up to the fact that enemy influence has been so strong. With regard to the future use of the word "British," I think that is rather outside the scope of this Bill. We are only dealing with names which are accepted as British, and the point raised by the right hon. Gentleman (Mr. Lough) might, I think, be considered on another occasion. I repeat I am very glad to see the action which the Government have taken in regard to this important matter.

§ Mr. JOYNSON-HICKS
As I had the honour of moving the Amendment, I desire to join in the congratulations of my right hon. Friend opposite (Sir H. Dal-ziel), and to thank the hon. Gentleman in charge of the Bill for having dealt with it so fairly. I think the right hon. Baronet who last spoke is under a misapprehension. This Clause does not deal with companies.

Sir H. DALZIEL
It will apply to firms.

§ Mr. JOYNSON-HICKS
Yes, to firms, but not to companies. When we discussed this matter last, the hon. Gentleman in charge of the Bill promised to consider whether or not another Bill should be brought in to deal with companies in the same way. I hope we shall have some assurance that there is an intention on the part of the Government to deal with companies in the same way as they are now dealing with firms. But there is one point I should like to put. My original Amendment was to the effect that the word "British" should only be used if all the individuals in the firm were British. The right hon. Gentleman has not gone so far as that in this particular Clause. I am rather sorry to look a gift-horse in the mouth, but we must go very carefully into this matter. If the Registrar is satisfied that the nationality of a firm by whom the business is owned or controlled is such as to be misleading, then the word "British" or any similar word may not be used. The suggestion there is that the nationality must be misleading, and I am rather afraid that the hon. Gentleman has converted the term "all British" into "all German." I suggest he might insert the word before "owned" the word "mainly," so that the sentence would read "the nationality of the person by whom the business is mainly owned."

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§ Mr. PRETYMAN
Wholly or mainly owned. I am quite willing to accept an Amendment to that effect.

§ Mr. JOYNSON-HICKS
Then, if the Clause is read a second time, I will move the insertion of those words.

§ Mr. BUTCHER
There is one point raised by the right hon. Member for Sheffield (Mr. Stuart-Wortley) which I hope will be carefully considered by the hon. Gentleman in charge of the Bill. He has said, and I think no doubt it is true, that it will be the duty of the Registrar, when a name is presented to him for registration containing the word "British," to consider whether or not it is misleading. I have no doubt the Registrar will carry out his duty. But suppose by inadvertence he is not aware of the fact, say, that some of the persons in the firm are of foreign extraction or foreign nationality. Would it not be desirable to give some power to somebody outside to intervene and to suggest to the Registrar that the title is, in fact, misleading? No doubt it will be said that the Registrar is a civil person who will be willing to listen to anyone. But still I would ask would it not be well to give some statutory authority to same person outside to make suggestions to the Registrar? Perhaps the hon. Gentleman will consider this point either now or when the Bill goes to another place.

§ Mr. J. HENDERSON
I may point out that, according to Section (2), the registration of a business name is not to be construed as authorising the use of that name if, apart from such registration, the use thereof can be prohibited.

Mr. CHANCELLOR
I would like to ask as to the case of a British company originally bona-fide owned by British persons, the control or ownership of which, through death, or inheritance or some other cause, partially or predominently passes to a foreigner. Would it be necessary in that case for the British part of the name to be struck out or would it be possible to continue the business under the old name? I am dealing now with the case of established businesses which up to the date of the change I have suggested were really British owned.

§ Mr. WING
I should like to refer more especially to the case of small businesses or companies to which this Bill will apply.

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§ Mr. PRETYMAN
The Bill does not apply to companies.

§ Mr. WING
But there are lots of small firms who call themselves companies often in order to hide their personal identity.

§ Mr. PRETYMAN
I think they more usually use the words "and company." They are not companies.

§ Mr. WING
I know lots of them which purport to be companies.

§ Mr. PRETYMAN
If they are not actually companies they come under this Bill.

§ Mr. WING
Whether they use the word "British" or not?

§ Mr. PRETYMAN
Yes. In regard to the point raised by the right hon. Gentleman the Member for Sheffield (Mr. Stuart-Wortley) and the hon. and learned Member for York (Mr. Butcher), I may say it certainly is our intention, and I think it is clearly stated in the Bill, that the Registrar may at any time receive suggestions. To my mind this is really a very valuable part of the proposal, because I think it will be extraordinarily difficult, and in fact impossible, for a Registrar having to deal with 200,000 or 300,000 names to make sure that the name registered does not infringe this Clause. Therefore we provide at any time he may remove a business name from the Register. That indicates that the Registrar would be competent to receive communication, which could come from any source, as to whether a name in which a firm registered ought to be dealt with under this Clause. As my hon. Friend the Member for York, who is learned in the law, has raised the point that it possibly may require consideration before the Bill goes to another place, I will bear it in mind. But, after all, it is merely a matter of technical alteration. As the House knows, the Bill has been brought on somewhat earlier than was expected, and I have not therefore, at the moment, the assistance of my right hon. Friend the Solicitor-General, but I hope he may be here later to deal with these legal points. I agree with my right hon. Friend behind me (Sir H. Dalziel) that the point raised by the right hon Gentleman the Member for Islington (Mr. Lough) hardly conies within the scope of this Bill. What we have to do in this Bill is to see that the firms registering do not register deceptive names. That is really the object of the Bill, and 200 obviously we cannot now deal with a question such as the right hon. Gentleman has raised. The object of the Register is to enable persons to know who the people are with whom they are doing business, and it would be going outside the scope of the Bill if we were to deal with the wider and more general question raised by the right hon. Gentleman. That brings me to the point mentioned by the hon. and learned Member for Brentford (Mr. Joynson-Hicks) He asked me whether I intended to bring in a further Bill dealing with companies. I am having that question examined. I have hardly had time to get an answer to it. Immediately after the Debate I sent the matter to the advisers of the Board of Trade who deal with this particular subject, and instructed them to examine the question carefully and report to me at the earliest possible moment. That is as far as I have been able to get. In reply to my hon. Friend (Mr. Chancellor), I have to say that certainly if a company originally British comes by death or other means wholly or mainly into foreign hands, clearly it would have to change its name. If the firm were registered as British, then clearly the Registrar would be bound to have the name altered. I think that is right, and it certainly is the intention of the Bill.

Mr. DENNISS
I have never yet been able to understand what the word "British" covers or includes. Certainly under this Clause it may be held to include "English," and by a stretch of imagination "Irish." But does it also include such words as "Imperial" or "Royal" which have the same effect in connection with businesses in this country, and refer, of course, to the British Empire or to the United Kingdom? I think it is necessary there should be some definition of the word "British," so that it shall include such words as "Imperial" or "Royal," besides such words as "English" or "Irish."

§ Question, "That the Clause be read a second time," put, and agreed to.

§ Mr. JOYNSON-HICKS
I beg to move, in Sub-section (1), after the word "is" ["the persons by whom the business is owned"], to insert the words "wholly or mainly."

§ I understand that by hon. Friend accepts this Amendment.

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§ Mr. PRETYMAN
I accept it and beg to thank my hon. Friend for suggesting it. The words are certainly much wider, and the words as they stand might be taken to limit the Sub-section. As to the words "Imperial" or "Royal." they were considered, and it was thought that perhaps they might have a limiting effect, therefore we adhered to the- word "British" or any other word calculated to convey the impression that the business was under British ownership or control. There are already limitations on the use of the word "Royal" imposed by Acts of Parliament.

§ Amendment agreed to.

§ Clause, as amended, ordered to be added to the Bill.