Peregrine Group (Pty) Ltd and Others v Peregrine Holdings Ltd and Others

The appellants and respondents were separate sets of companies that all incorporated the word "Peregrine" into their registered company names. The appellants, a number of distinct companies operating from the same offices but not constituting a company group in law, applied under s 45(2A) of the Companies Act 61 of 1973 for an order compelling the respondent companies to change their names. They alleged that the respondents’ use of the word "Peregrine" was undesirable or calculated to cause damage, alternatively amounted to passing off. The respondents had adopted the name independently and in good faith. The Witwatersrand Local Division dismissed the application, finding no likelihood of confusion or damage, and the appellants appealed to the Supreme Court of Appeal.

The appeal was dismissed with costs, including the costs of two counsel.

The case clarifies the interpretation of s 45(2A) of the Companies Act 61 of 1973, confirming that both "undesirable" and "calculated to cause damage" objections require proof, on a balance of probabilities, of a likelihood of confusion or deception. It affirms that distinctiveness and vested rights in a company name depend on context, prior use, and reputation, and that goodwill cannot vest jointly in legally unrelated entities.