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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
Case no.: CT02565/ADJ/2026
In the matter between:
CMG Pepper LLC Applicant
and
Chipotle Mexican Grill Restuarent (PTY) LTD
(Registration number: 2024/708390/07)
COMMISSIONER OF THE COMPANIES AND
First Respondent
Second Respondent
INTELLECTUAL PROPERTY COMMISSION
Presiding member:
Date of decision:
Nomagcisa Cawe
24 June 2026
DECISION (Reasons and Order)
1. The Applicant is CMG PEPPER, LLC, a Colorado limited liability company duly
and having its registered place of business recorded as 610 Newport Center
Drive, Suite 1300, Newport Beach, Carlifornia, 92660, United States of
America. There are more than 3 700 Chipotle restaurant locations worldwide.
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2. The first respondent is Chipotle Mexican Grill Restaurant (Pty) Ltd, a South
African company with registration number 2024/ 708390/07 and having its
registered address at Cnr . Attebury Road and Lois Avenue, Menlyn Park,
Pretoria, Gauteng, 002.
3. The second respondent is the Commissioner of the Companies and
Intellectual Property Commission (CIPC) appointed in terms of section 189 of
the Companies Act 71 of 2008 (“ Companies Act ”). Applicant does not seek
any relief from the second respondent unless it opposes this application.
4. This application is twofold:
4.1. in terms of section 160(1) of the Companies Act, applicant seeks a
determination and an order that the f irst respondent’s name does not
satisfy the requirements of section 11 of the Act, and that the f irst
respondent should be directed to change its name to one that is not
confusingly similar to applicant’s.
4.2. in terms of regulation 153 of the Companies Regulations, to be
determined by default, the f irst respondent not having filed a response
within the prescribed period.
BACKGROUND
5. The applicant became aware of the registration of the f irst respondent during
2025. Upon doing so, it addressed correspondence to the f irst respondent
asserting its rights in the Chipotle Mexican Grill trade mark, and calling upon
the first respondent to change its name voluntarily to one that 8s not
confusingly similar to applicant’s.
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6. Applicant’s attorneys communicated with the sole director , of the first
respondent, Ms. Gifford Addo, telephonically . Thereafter the applicant’s
attorneys communicated by email with the first respondent , setting out the
reasons for applicant’s objection to first respondent’s name. First respondent
did not respond to the emails and did not change its name.
7. The applicant subsequently lodged the present application for relief with the
Companies Tribunal (“the Tribunal”). The application, together with the
founding affidavit, were served on the f irst respondent in accordance with the
Regulations.
8. The first respondent was afforded the prescribed period within which to file an
answering affidavit. That period has lapsed and no response has been filed to
date. The applicant has accordingly applied for a default order. The procedural
requirements for such an order have been satisfied.
RELEVANT LAW
8. Section 160(1) permits any person with an interest in the name of a company
to apply to the Tribunal for a determination whether the name satisfies the
requirements of the Act.
9. The Companies Act requires that a company’s name must:
9.1. “not be the same as . . . the name of another company . . . [or] a
registered trade mark belonging to a person other than the company, or
a mark in respect of which an application has been filed in the Republic
for registration as a trade mark or a well -known trade mark as
contemplated in section 34 of the Trade Marks Act, 1993 (Act 194 of
1993), unless the registered owner of that mark has consented in
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writing to the use of the mark as the name of the company” (section
11(2)(a)(i)
and (iii));
9.2. “not be confusingly similar to a name, trade mark, mark, word or
expression contemplated in paragraph (a) [above] unless –
9.2.1. in the case of names referred to in paragraph (a) (i), each company
bearing any such similar name is a member of the same group of
companies; [or]
9.2.2. in the case of a name similar to a trade mark or mark referred
to in paragraph (a) (iii), the company is the registered owner of
the business name, trade mark, or mark, or is authorised by
the registered owner to use it” (section 11(2)(b));
9.3. “not falsely imply or suggest, or be such as would reasonably mislead a
person to believe incorrectly, that the company . . . is part of, or
associated with, any other person or entity” (section 11(2)(c)).
10. “Similar” in section 11(2)(b ) means “having a marked resemblance or
likeness”, and that the offending name should immediately bring to mind the
well-known trade mark or other name ( Bata Ltd v Face Fashions CC 2001 (1)
SA 844 (SCA)).
11. The meaning of “confusingly similar” must be determined with reference to the
test used for passing- off – namely: “... a reasonable likelihood that ordinary
members of the public, or a substantial section thereof, may be confused or
deceived into believing that the goods or merchandise of the former are the
goods or merchandise of the latter or are connected therewith. Whether there
is such a reasonable likelihood of confusion or deception is a question of fact
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to be determined in light of the particular c ircumstances of the case” ( Adidas
AG & another v Pepkor Retail Limited (187/12) [2013] ZASCA 3 (28 February
2013) para 28; Capital Estate and General Agencies (Pty) Ltd and Others v
Holiday Inns Inc. and Others 1977 (2) SA 916 (A) at 929).
12. The similarity in this regard must be such that it would confuse the “ordinary
reasonable careful man, i.e. not the very careful man nor the very careless
man”
(Link Estates (Pty) Ltd v Rink Estates (Pty) Ltd 1979 (2) SA 276 (E) at 280).
Moreover, “the class of persons who are likely to be the purchasers of the
goods in question must be taken into account in determining whether there is
a likelihood of confusion or deception” ( Reckitt & Colman SA (Pty) Ltd v SC
Johnson & Son SA (Pty) Ltd 1993 (2) SA 307 (A) at 315F-G).
13. Any person with an interest in the name of a company is, in terms of section
160(1) of the Act, entitled to bring an application to the Companies Tribunal , in
the prescribed manner , for determination of whether the name satisfies the
requirements of section 11 of the Companies Act.
14. Such application may be made “on good cause shown at any time after the
date of the reservation or registration of the name that is the subject of the
application” (section 160(2)).
15. The Companies Tribunal, after considering such application, “and any
submissions by the applicant and any other person with an interest in the
proposed name that is the subject of the application”:
15.1. “must make a determination whether that name, or the reservation,
registration or use of the name, or the transfer of the reservation or
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registration of the name, satisfies the requirements of [the] Act” (section
160(3)(a)), and
15.2. “may make an administrative order directing . . . a company to choose
a new name, and to file a notice of an amendment to its Memorandum
of Incorporation, within a period and on any conditions that the Tribunal
considers just, equitable and expedient in the circumstances” (section
160(3)(b)(ii)).
16. In relation to default applications,
16.1. “[i]f a person served with an initiating document has not filed a
response within the prescribed period, the initiating party may apply to
have the
order, as applied for, issued against that person by the Tribunal”
(regulation 153(1)), and
16.2. on such application, “the Tribunal may make an appropriate order – (a)
after it has heard any required evidence concerning the motion; and (b)
if it is satisfied that the notice or application was adequately served”
(regulation 153(2)).
ISSUES FOR DETERMINATION
17. The issues for determination are:
17.1. whether the a pplicant has established standing and good cause to
bring the application in terms of section 160 of the Act;
17.2. whether the name Chipotle Mexican Grill Restaurent satisfies the
requirements of section 11 of the Act; and
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17.3. if not, what relief is appropriate under section 160(3).
Standing and Good Cause
18. The applicant has placed extensive evidence before the Tribunal
demonstrating the longstanding and substantial reputation attaching to the
“Chipotle Mexican Grill ” trade mark, both internationally and in South Africa.
19. The applicant, therefore, has a direct and substantial interest in the name of
the first respondent for purposes of section 160(1).
20. The applicant has further explained the steps taken to resolve the matter
without recourse to litigation and the absence of any response from the f irst
respondent. In these circumstances, the requirement of good cause has been
satisfied.
Confusing Similarity / Misleading Association
22. Phonetically, visually, and conceptually, “ Chipotle Mexican Grill ” bears a
strong resemblance to applicant’s name. The similarity is accentuated by the
fact that the a pplicant operates in the restaurant sector, which is precisely the
field that first resp ondent operates in. The addition of “Restaurent” to first
respondent’s name does not adequately distinguish it from the well -known
trade mark of the applicant.
23. The applicant’s evidence establishes that Chipotle Mexican Grill is a highly
distinctive and well-known trade mark. Where a mark has acquired such a
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reputation, a lesser degree of similarity would be required to give rise to
confusion or deception.
24. Wallis JA has helpfully described the value judgement involved in determining
the likelihood of deception or confusion in the Supreme Court of Appeal’s
decision in Yuppiechef Holdings (Pty) Ltd v Yuppie Gadgets Holdings (Pty) Ltd
2016 BIP 269 (SCA) at para 26:
“What is required is a value judgment on the question of the likelihood of deception or
confusion based on a global appreciation of the two marks and the overall impression that
they leave in the context of the underlying purpose of a trademark, which is that it is a badge
of origin. The value judgment is largely a matter of first impression and there should not be
undue peering at the two marks to find similarities and differences. It is nonetheless not
sufficient for judges merely to say that their impression is that the alleged infringing mark is, or
is not, likely to deceive or cause confusion. There is an obligation to explain why the judge
holds that view.”
25. When the f irst respondent’s name is considered as a whole, the similarity
between the words “Chipotle Mexican Grill” and the applicant’s trade mark is
immediately apparent. The addition of the word “Restaurent” does not detract
from the high degree of similarity in this regard.
26. In the absence of any explanation from the first respondent, there is no basis
to conclude that the adoption of the name was coincidental or that it would not
give rise to a likelihood of confusion.
27. In my view, and bearing in mind the established approach reflected in all the
cases referred to above, members of the public encountering the name
“Chipotle Mexican Grill Restaurent” (Pty) Ltd are likely to assume that the
company is connected with, endorsed by, or otherwise associated with the
applicant. The name therefore contravenes section 11(2)(b) and (c) of the Act.
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Default Relief
28. The first respondent has elected not to oppose the application and has not
placed any facts before the Tribunal that might justify a different conclusion.
29. Applicant has established its entitlement to the relief sought on a balance of
probabilities. It is therefore appropriate to grant a default order in terms of
regulation 153.
ORDER
30. In the result, the following order is made:
(a) The name Chipotle Mexican Grill Restaurent (Pty) Ltd does not satisfy
the requirements of section 11 of the Companies Act 71 of 2008.
(b) The first respondent is directed to change its name to one which does
not incorporate the words “ Chipotle Mexican Grill ” and which is not
confusingly similar to the a pplicant’s “Chipotle Mexican Grill LLC” trade
mark, within one (1) month from the date of this decision.
(c) In the event that the f irst respondent fails to comply with paragraph (b),
the second respondent is directed to record its registration number
(2024/708390/07) followed by ( Pty) Ltd, as the first respondent interim
name on the companies register.
(d) The Tribunal’s Recording Officer (Registrar) is directed to serve this
order on both parties.
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__________________________
Nomagcisa Cawe: Member of the Companies Tribunal