AGA Rangemaster Case: Trademark Rights and Director Liability

A Heritage Brand Fires Back

In a landmark intellectual property dispute that pits a heritage British brand against a modern innovator in the circular economy, the courts have delivered a multi-layered judgment with profound implications for the refurbished goods market. The case, involving the iconic cooker manufacturer AGA Rangemaster Group and the electric conversion specialist UK Innovations Group (UKIG), has navigated the complex terrains of trade mark exhaustion, the murky boundaries of post-Brexit copyright law, and the stringent tests for holding company directors personally liable for infringement. The Court of Appeal’s recent decision in December 2025, upholding the initial findings of the Intellectual Property Enterprise Court (IPEC), has solidified a crucial principle: while the refurbishment and resale of branded goods are permissible, the manner in which they are marketed can cross the line into trade mark infringement.

The dispute centred on UKIG’s business of acquiring pre-owned, fossil-fuel-powered AGA cookers, retrofitting them with its proprietary “eControl system” to run on electricity, and then reselling them. While AGA acknowledged the existence of a vibrant secondary market for its famously durable products, it argued that UKIG’s modifications and subsequent marketing strategy created a false association with the AGA brand, thereby infringing its registered trade marks and, in a separate claim, its copyright. The judgment offers a cautionary tale for resellers and refurbishers, emphasising that they must tread carefully to avoid giving the impression of a commercial connection to the original manufacturer, while also shining a spotlight on a potential divergence between UK and EU law on the scope of copyright protection for functional designs.

The Heart of the Matter: Conversion and Commerce

Since the 1920s, AGA range cookers have been a staple in British kitchens, renowned for their longevity and distinctive design. Many of these cookers remain operational for decades, fostering a significant market for repair, refurbishment, and resale. Tapping into this market, UKIG, led by its director Mr McGinley, developed an innovative solution to modernise these classic appliances. The eControl system allowed older AGA cookers, originally designed for solid fuel, oil, or gas, to be converted to more energy-efficient electricity. UKIG would either sell this system to existing AGA owners or install it in second-hand cookers it acquired, which were then sold on as “eControl cookers”.

Visually, these converted cookers were almost indistinguishable from their original counterparts. They retained the prominent AGA logo badge on their façade, a powerful symbol of quality and heritage. The only external modification was the replacement of the original, now-redundant temperature gauge with a new badge bearing the “eControl System” name. It was this continued use of the AGA branding on a product that had been fundamentally altered internally that prompted AGA to launch legal proceedings. The manufacturer contended that UKIG’s actions constituted both trade mark and copyright infringement, setting the stage for a legal battle over the rights of brand owners versus the freedom of third parties to operate in the aftermarket.

The Trade Mark Tussle: When Refurbishment Becomes Rebranding

AGA’s claim rested on its portfolio of registered trade marks, including the word “AGA”, the distinctive AGA logo, a two-dimensional line drawing of the cooker, and a three-dimensional mark consisting of photographs of the appliance. The IPEC had little difficulty in finding that UKIG’s activities amounted to prima facie infringement. By marketing and selling cookers bearing the AGA badge and using the term “AGA” in its advertising, UKIG was using signs identical to AGA’s marks on goods for which they were registered. The court found infringements under sections 10(1), 10(2), and 10(3) of the Trade Marks Act 1994, concluding that UKIG’s use took unfair advantage of the distinctive character and reputation of the AGA marks without due cause.

The core of the defence, however, lay in the principle of “exhaustion of rights”. UKIG sought protection under section 12 of the Trade Marks Act, which codifies this doctrine. In essence, the exhaustion principle states that once a trade mark owner has placed its goods on the market in the UK or EEA, its rights to control the further sale of those specific goods are “exhausted”. This allows for the legitimate resale of second-hand products. However, this defence is not absolute. Section 12(2) provides a crucial exception: the trade mark owner can still oppose further dealings if there are “legitimate reasons” to do so, particularly where the condition of the goods has been “changed or impaired”.

The court’s analysis of this exception was nuanced. It determined that the mere act of refurbishing an AGA cooker or fitting it with non-original replacement parts did not, in itself, constitute impairment. Given the long lifespan of the cookers and consumer expectations in the second-hand market, purchasers would reasonably anticipate that a refurbished model might contain third-party components. The court also found that the eControl system did not technically impair the quality of the cookers. On this basis, AGA did not have a legitimate reason to oppose the sale of refurbished cookers per se.

The defence unravelled, however, when the court scrutinised UKIG’s marketing practices. The judge found that UKIG had crossed a critical line by creating a misleading commercial narrative. The use of phrases such as “Buy an eControl AGA” and references on invoices to an “AGA eControl” were deemed to create a powerful suggestion of a formal link or collaboration between UKIG and AGA. This was particularly problematic because AGA markets its own official electric models with names like “AGA eR7”. The court concluded that this created a significant risk of consumer confusion, leading the public to believe that the “eControl cooker” was simply another model within the official AGA product range, or at least a product endorsed by the original manufacturer.

The judgment stressed that the law requires a fair balance between the rights of the trade mark proprietor and the interests of those operating in the secondary market. In this instance, UKIG’s failure to actively dispel the impression of a commercial partnership tipped the scales decisively in AGA’s favour. The court sent a clear message: resellers relying on the exhaustion defence have an affirmative duty to ensure their marketing does not create a false association with the brand owner.

The Court of Appeal Weighs In

On appeal, UKIG challenged the IPEC’s decision on the exhaustion defence, arguing that the judge had applied the wrong legal test. They contended that the judge had erroneously incorporated a lower-threshold test from unrelated cases concerning keyword advertising on the internet (specifically, the *Google France* line of cases). The test cited by the IPEC judge suggested that a commercial connection could be established if consumers would be able “only with difficulty” to ascertain the true origin of the goods. UKIG argued this was an inappropriate and overly broad standard for an exhaustion case.

The Court of Appeal, with Sir Colin Birss delivering the judgment, partially agreed with UKIG’s reasoning. It acknowledged that the “with difficulty” concept was indeed misplaced in the context of trade mark exhaustion and belonged to the specific domain of keyword advertising infringement. However, in a crucial turn, the court found that while the IPEC judge had referenced this incorrect test in his summary of the law, he had not actually applied it when making his final determination. His conclusion was based on a more direct finding: that UKIG’s marketing was likely to give customers the clear impression that the “eControl AGA” was an official product within the AGA range. Sir Colin Birss noted that the reference to the incorrect test was an “error”, but one that did not undermine the ultimate conclusion. As he put it, if the judge had found merely that customers would have difficulty telling the products apart, it would have been an error of law, but “that is not what happened.” Consequently, the Court of Appeal dismissed this ground of appeal, leaving the finding of trade mark infringement intact.

A Copyright Conundrum: Design, Function, and Post-Brexit Law

AGA’s second line of attack was a claim of copyright infringement. This related not to the cooker as a whole, but to the specific design of the control panel used on its own modern electric models. AGA argued that the design, which originated in a Computer-Aided Design (CAD) drawing, was protected by copyright as an artistic work. It claimed that UKIG, by creating and using a visually similar control panel for its eControl cookers, had indirectly copied a substantial part of this copyright-protected design.

UKIG mounted a two-pronged defence. First, it argued that copyright did not subsist in the CAD drawing at all, because the design was dictated by technical and functional considerations, leaving no room for the kind of creative expression required for originality. The court rejected this argument. Citing the influential Court of Justice of the European Union (CJEU) decision in *Brompton Bicycle*, it affirmed that even where a design is constrained by technical function, it can still be considered “original” if the designer has exercised free and creative choices. In this case, the court found that the AGA designer had made aesthetic choices regarding the layout, shape, and arrangement of the controls that went beyond purely technical requirements, thereby rendering the drawing an original work in which copyright could subsist.

Having established subsistence and finding that UKIG had indeed copied a substantial part, the case turned to UKIG’s second, more potent defence: section 51 of the Copyright, Designs and Patents Act 1988 (CDPA). This provision creates a legal carve-out, often referred to as the “design/copyright overlap” defence. It states that it is not an infringement of the copyright in a design document to make an article to that design, unless the design is for a purely “artistic work” (such as a sculpture) or a typeface. Since the control panel was a functional object and not a work of artistic craftsmanship in the traditional sense, UKIG argued section 51 provided a complete defence.

Here, the court found itself at a fascinating legal crossroads, one created by the UK’s departure from the European Union. The judge noted that section 51 appears to be in direct conflict with retained EU law, specifically the CJEU’s landmark ruling in *Cofemel*. In that case, the CJEU held that EU member states could not impose additional requirements, such as a high degree of aesthetic or artistic value, for a design to qualify for copyright protection. So long as a design is the author’s own intellectual creation (i.e., it is original), it should be eligible for copyright. Section 51, by explicitly excluding non-artistic designs from copyright infringement claims in this context, seems to do exactly what *Cofemel* forbids. However, as neither AGA nor UKIG had made legal submissions on this point of conflict, the IPEC judge felt constrained to apply UK domestic law as written. On that basis, he concluded that section 51 applied, and UKIG had a valid defence to copyright infringement.

AGA pursued this point on appeal, arguing that section 51 was incompatible with assimilated EU law. However, the Court of Appeal, led on this point by Lord Justice Arnold, declined to rule on the substantive issue. He declared the question “academic” in the context of the case, as a ruling would not alter the outcome for the parties involved and would not automatically compel the government to amend the legislation. This leaves the apparent conflict between UK statute and retained EU law unresolved, a lingering question that will almost certainly be revisited in future litigation. For now, the section 51 defence remains a powerful tool for defendants in the UK, despite its questionable standing against EU jurisprudence.

Piercing the Veil: The High Bar for Director Liability

In a final attempt to secure a comprehensive victory, AGA sought to hold UKIG’s director, Mr McGinley, personally liable as a joint tortfeasor for the company’s infringing acts. The legal landscape for such claims was recently clarified by the Supreme Court’s pivotal decision in *Lifestyle Equities v Ahmed*, which was handed down after the initial trial but before the IPEC judgment. The parties were permitted to make further submissions in light of this new authority.

The Supreme Court in *Lifestyle Equities* set a high bar for accessory liability. For a director to be held jointly liable with their company for trade mark infringement, it is not enough that they controlled the company or directed its actions. The claimant must prove that the director possessed the “requisite knowledge” of the wrongdoing. This means they must have “known the essential facts that made the act unlawful.” This is a critical distinction, as primary trade mark infringement is a strict liability offence where the infringer’s state of mind is irrelevant. For accessory liability, however, knowledge is key.

Applying this stringent test, the IPEC found that AGA had failed to clear the hurdle. There was no evidence, particularly from cross-examination, to establish that Mr McGinley knew that UKIG’s marketing activities would materially impact the origin function of the AGA marks or create a likelihood of confusion in the minds of consumers. While he was the creator of the eControl system and in effective control of the company, this was not sufficient to impute the specific knowledge required for accessory liability in trade mark law. He was therefore not held personally liable for the trade mark infringement.

Interestingly, the judge noted in obiter (a non-binding comment) that the outcome might have been different for the copyright claim. Had the section 51 defence failed, Mr McGinley could potentially have been found liable as a primary infringer, on the basis that he had personally authorised the infringing acts of copying. This highlights the different legal tests applicable to different forms of intellectual property infringement when assessing a director’s personal culpability.

Lessons from the Cooker: Navigating the Aftermarket

The final judgment in *AGA v UKIG* provides both reassurance and a stark warning to businesses operating in the repair and refurbishment sector. On one hand, the courts have affirmed that modifying and reselling branded goods is a legitimate commercial activity. The exhaustion of rights doctrine remains a robust defence against claims based on the mere fact of alteration or the use of third-party parts, provided the quality of the product is not impaired. This is a vital principle for the circular economy, allowing for the extension of product lifecycles.

On the other hand, the case draws a bright red line around marketing and presentation. Refurbishers cannot trade on the brand owner’s reputation in a way that implies an ongoing commercial relationship that does not exist. They must take active and transparent steps to distinguish their offering from that of the original manufacturer. Any ambiguity that could lead a reasonably attentive consumer to believe they are buying an officially endorsed or co-branded product risks a finding of trade mark infringement, thereby nullifying the exhaustion defence.

Furthermore, the case leaves the door ajar on the unresolved tension between UK and EU copyright law. The Court of Appeal’s reluctance to address the *Cofemel* issue means that the section 51 defence remains intact for now, but its long-term viability is uncertain. This creates a degree of legal ambiguity for designers and manufacturers of functional products in the UK. Finally, the ruling on director liability reinforces the high evidentiary standard established in *Lifestyle Equities*, offering a degree of protection to company directors unless it can be proven they had specific knowledge of the facts that rendered their company’s actions unlawful. In this complex interplay of old brands and new business models, the courts have sought to strike a delicate balance, but the reverberations of this decision will be felt across the intellectual property landscape for years to come.