The UK high street continues to contract, with economic pressures and fast fashion competition forcing brands, like Claire’s, into administration or liquidation in 2025. The recent case of Courtenay-Smith v The Notting Hill Shopping Bag Company Ltd & Ors [2025] EWHC 1793 (IPEC) offers a stark warning to fashion and retail businesses navigating financial distress, including what to do with existing IP assets. 

The Notting Hill Shopping Bag case

Ms Courtenay-Smith sold tote bags to traders in Notting Hill, featuring a “the Notting Hill shopping bag.” logo. She formally incorporated The Notting Hill Shopping Bag Company Limited (“Shopping Bag Co.”) in 2010, and in 2013 registered the logo as a UK trade mark (“Logo Mark”). An associated company, The Notting Hill Bag Company Ltd (“Bag Co.”) was incorporated in 2017, before the Shopping Bag Co. was voluntarily dissolved a year later. 

In 2022, two brothers incorporated two companies – one of the same name as the Shopping Bag Co. and another called The Notting Hill Shopper Bag. Ltd, and sold tote bags featuring “THE NOTTING HILL SHOPPER BAG.”. 

Crucially, the Shopping Bag Co. had not assigned any of its IP rights prior to dissolution. Instead, in March 2023 the Bag Co. applied to renew the Logo Mark and then assign it back to Shopping Bag Co. once it was restored to the company register in September 2023.

The claimants issued proceedings against the defendants for trade mark infringement, passing off and copyright infringement, but all claims were dismissed. This was not because the brand lacked recognition, but because its IP rights were lost when it had been dissolved. 

Key takeaways for brands facing closure or restructuring

• IP dies with the company – when a company is dissolved, its assets, including trade marks and goodwill, pass to the Crown under the bona vacantia principle. If not assigned beforehand, the IP rights are lost. In this case, this meant that Bag Co. did not have authority to apply to renew the Logo Mark as it was not the owner. As the Crown does not renew or enforce trade marks, the Logo Mark expired before Shopping Bag Co. was restored. 
• Restoration doesn’t equal revival – restoring a dissolved company does not automatically restore expired trade marks or lost goodwill. In this case, the Logo Mark had expired and could not be validly renewed, and the goodwill was deemed abandoned at the point that the Shopping Bag Co. was dissolved.
• Copyright is not a catch-all – while copyright subsisted in the Logo Mark, its minimalist design meant the scope of protection was narrow. The defendants’ logo differed just enough (including capital letters, a different font, and use of three lines instead of four) to avoid infringement.

What should brands do?

• Establish an IP inventory – IP should be treated as a core asset of the company. IP assets including trade marks, designs, patents, domain names, confidential information, trade secrets and knowhow should be identified and documented.
• Assign before dissolving – transfer IP rights to a new entity or sell them before dissolving the company.
• Renew proactively – diarise renewal dates and ensure the correct entity acts.
• Preserve goodwill – maintain trading activity to keep the brand alive in the mind of consumers, or assign the business with its reputation to ensure the acquirer can enforce passing off rights.