Executive Summary: Key Legal and Evidentiary Issues

• Whether the Applicant had private interest standing to seek judicial review of the Registrar's decisions approving business names containing "Naka" registered by a third party.
• Calculation of the 21-day limitation period under s 106.1(2) of the Partnership and Business Names Act in the absence of formal statutory notice to non-parties.
• Allegation that the second judicial review application was frivolous and vexatious under Rule 129, given prior litigation involving similar business name registrations.
• Procedural fairness question of whether the Registrar was required to give reasons for approving the impugned business names, including the applicable standard of review.
• Reasonableness of the Registrar's determination that "Naka Power (NWT)", "Naka Power (Yellowknife)", and "Naka Power Utilities" were sufficiently distinct from "Naka Electric" under s 48(1) of the Act and s 19(2) of the Regulations.
• Sufficiency of the evidence of actual public confusion arising from the similarity of the business names.

Facts of the case

Karel Pekelsky is a red seal electrician who operates Naka Electric, a sole proprietorship providing electrician services in Yellowknife and surrounding areas. He submitted his application to the Registrar of Corporations on March 3, 2021, and Naka Electric was registered on March 4, 2021.

Northland Utilities Enterprises Ltd. is the parent company of Northland Utilities (NWT) Limited and Northland Utilities (Yellowknife) Limited, which generate, transmit, distribute, and retail electricity in the Northwest Territories. In 2023, Northland began a rebranding process and chose the name "Naka". On December 18, 2023, Northland filed an Application for Name Search and Reservation for "Naka Power (NWT) Limited", which was approved without conditions and reserved until March 17, 2024.

On March 5, 2024, Northland filed four further applications to reserve the names Naka Energy, Naka Power, Naka Power (NWT), and Naka Power (Yellowknife). The applications for Naka Energy and Naka Power were conditionally approved subject to obtaining the consent of Naka Electric (and, for Naka Power, also the consent of Naka Energy). The application for Naka Power (Yellowknife) was conditionally approved subject to obtaining the consents of Naka Power, Naka Power (NWT) Limited, and Naka Energy, but the consent of Naka Electric was not required. The application for Naka Power (NWT) was initially denied because it had already been reserved, and a new application submitted on March 17, 2024 was approved without conditions.

Darrell Beaulieu of Denendeh Investments contacted Pekelsky on March 14 and March 15, 2024, advising that Northland needed his consent to register Naka Power. Mr. Beaulieu sent an email on March 22, 2024, attaching consent forms specifying Naka Power, Naka Power (Yellowknife), and Naka Power (NWT). Pekelsky declined to provide consent. Northland obtained the other required consents (which were controlled by Northland's parent or subsidiaries) and proceeded with registering Naka Power (NWT) and Naka Power (Yellowknife) on March 27, 2024. By letter dated April 5, 2024, the Registrar advised Northland that the names had been registered. Northland did not proceed with the name Naka Power because Pekelsky's consent could not be obtained.

On April 11, 2024, Northland formally announced its rebranding, and a Cabin Radio article dated April 12, 2024 reported the announcement. Pekelsky became aware of the registrations through that article and called Corporate Registries the same day, but he was left with the misapprehension that all three Naka Power names had been registered. Pekelsky's spouse Amanda Bradbury emailed MLA Caitlin Cleveland on April 24, 2024, copying Premier and Minister of Justice R.J. Simpson. On May 6, 2024, Pekelsky received an email sent on behalf of the Minister of Justice clarifying that Naka Power had not been approved but that Naka Power (Yellowknife) and Naka Power (NWT) had been. On May 8, 2024, Pekelsky filed his first Originating Notice for Judicial Review (S-1-CV-2024-000130) challenging those two registrations.

Northland subsequently applied to register six additional business names: Naka Power Distribution, Naka Power Distribution (NWT), Naka Power Distribution (Yellowknife), Naka Power Utilities, Naka Power Utilities (NWT), and Naka Power Utilities (Yellowknife). All applications were approved on the condition that consent be obtained from other Northland-controlled registered users, and no consent from Naka Electric was required. Naka Power Utilities was approved on August 29, 2024. On September 17, 2024, Pekelsky filed a second Originating Notice for Judicial Review (S-1-CV-2024-000282) challenging the approval of Naka Power Utilities. Because the issues on each application were substantially similar, the parties agreed to have both applications heard together, and the Court issued the same reasons in both files.

Statutory framework

Under s 48(1) of the Partnership and Business Names Act, RSNWT 1988, c P-1, the Registrar must refuse to register a business name that the Registrar considers similar to another business name and likely to confuse or mislead the public. Section 19(2) of the Partnership and Business Names Regulations, NWT Reg 095-2018, defines when a name is "similar and likely to confuse or mislead". Section 11 of the Regulations sets out non-exhaustive factors, including the distinctiveness of the name, length of use, nature of the business, degree of similarity in appearance or sound, and geographic area of use. Section 106.1(2) of the Act permits judicial review within 21 days after receiving notice of the decision.

Issues and analysis

The Court identified six issues: the applicable standard of review; standing; timeliness of the application; whether the second application was frivolous and vexatious; whether reasons were required; and the reasonableness of the Registrar's decision.

On standard of review, the Court applied the presumption of reasonableness from Canada (Minister of Citizenship and Immigration) v Vavilov, 2019 SCC 65, to the Registrar's decision, while applying the correctness standard to the procedural fairness question of whether reasons were required, following Canadian Association of Refugee Lawyers v Canada (Immigration, Refugees and Citizenship), 2020 FCA 196.

On standing, the Court held that Pekelsky had private interest standing. Applying the test in Imperial Oil Limited v Haseeb, 2023 ONCA 364, and Socanov Inc v Northwest Territories (Commissioner), 1993 CanLII 3412 (NWTSC), the Court found a direct nexus between Pekelsky's grievance and the Registrar's decision, noting that Naka Electric's consent had been required for similar Naka business names and that Pekelsky's own registered business could be impacted.

On the limitation period, the Court rejected Northland's argument that the period began on April 12, 2024, when Pekelsky became aware of the rebranding through the Cabin Radio article. Relying on 1664694 Alberta Ltd v Beljan Development Management, 2021 ABCA 100, the Court held that the 21-day period began on May 6, 2024, when the Minister of Justice's email provided actual notice of the specific names registered. The application filed on May 8, 2024 was therefore within the limitation period.

On the second application, the Court held it was not frivolous or vexatious under Rule 129, applying Ash v Ontario (Chief Medical Officer), 2024 ONCA 398, and Tsa Corporation et al v Reynolds Mirth Richards & Farmer LLP et al, 2025 NWTSC 16. The first application had not yet been decided, and Northland had sought additional registrations using "Naka Power" after Pekelsky's objections, making it reasonable for Pekelsky to pursue a second application.

On whether reasons were required, the Court applied the factors from Baker v Canada (Minister of Citizenship & Immigration), [1999] 2 SCR 817, as discussed in Vavilov. The Court concluded that the Registrar's decision was administrative rather than adjudicative, that there was no right of participation, hearing, or submissions, and that the decision did not have a significant impact on Pekelsky, who continues to operate his business. Reasons were therefore not required, and the May 6, 2024 email from the Minister of Justice provided some insight into the Registrar's reasoning.

On reasonableness, the Court applied the framework from Vavilov and noted that "likely to confuse" means probable confusion rather than possible confusion, citing Aquatera Utilities Inc v Aquaterra Water Management Inc, 2018 ABQB 962. The Court found that the Registrar had viewed Naka Power and Naka Energy as too similar to Naka Electric (hence requiring consent), but reasonably concluded that the addition of further descriptive elements such as "(NWT)", "(Yellowknife)", and "Utilities" made the impugned names sufficiently distinctive. The Court noted that Naka Electric is a sole proprietorship providing electrician services, whereas the Naka Power entities are regulated utilities involved in power distribution. Neither party had been operating under "Naka" for a lengthy period, and Pekelsky had not built a significant business presence (he had not advertised through radio, newspaper, or television as of November 29, 2024, and his website was not completed until after the first application was filed). Vic Barr, a Manager of the Respondent, testified that he had not heard of Naka Electric prior to Northland applying to register the Naka Power names. The Court found Pekelsky's evidence of actual public confusion to be vague and unclear.

Outcome

The judicial review application was dismissed. The Court held that the Registrar's decision to register Naka Power (NWT), Naka Power (Yellowknife), and Naka Power Utilities was reasonable and within the range of acceptable outcomes. The successful parties are Northland Utilities Enterprises Ltd. and the Government of the Northwest Territories (Registrar of Corporations). The parties did not address costs in their submissions, and the total monetary award/costs cannot be determined from the decision; the Court noted that costs are normally awarded to the successful party and directed that if the parties did not agree on costs, they could contact the Registry within 30 days of the decision to arrange filing deadlines for written submissions.