The next Commercial and Corporate Update session will take place in central Cambridge at the end on 1st March 2012.

The session will run for one hour, starting at 08:00, and will attract one hour’s CPD.  The session will consider recent developments in commercial and corporate law.

It will be free of charge.

For further information email at michaeltwomey@legalandcommercial.com or use the contact page.

For further information email at michaeltwomey@legalandcommercial.com or use the contact page.

The session will run for one hour, starting at 0830, and will attract one hour’s CPD.

It will be free of charge.

For further information email at michaeltwomey@legalandcommercial.com or use the contact page.

The aim of the training is to review current developments, to encourage questions and contributions from the audience and to assess the significance of developments to practice and procedure.  They are similar to update sessions that we currently deliver to City firms (but with the heavy-duty, corporate regulatory aspects toned down a bit).

The first seminar will include

• Supreme Court guidance on interpretation of contracts
• Guidance on drafting from the Supreme Court
• Court of Appeal decision on the availability of rectification and the dangers associated with sharp practice
• Corporate manslaughter – latest developments
• Unlawful distribution or valid transaction? Important High Court decision and review of recent case law
• Guarantees and non-compete provisions – clarification by the Supreme Court and practical effects on drafting guarantees
• Unfair prejudice and arbitration – Court of Appeal
• Corporate governance – changes to the Code

If you are interesting in attending or in sending along some delegates, please contact us by email or phone on 07957 559299.

• English Law:Principles of Interpreting and Construing Contracts and Corporate Drafting
• English Law: Contract Law and Practice
• English Law: Remedies

For further information, see http://services.lawsociety.org.uk/events/node/54205 or contact us

• Joint ventures
• Asset purchases
• Warranties, indemnities and disclosures

For further details see http://services.lawsociety.org.uk/events/node/53767 and http://services.lawsociety.org.uk/events/node/53760 or contact us

“However, as few contracts will now be made without legal advice, compliance with the requirement that the document must be signed is unlikely to be in issue very often.”

Mummery LJ then comments, perhaps wryly, “Perhaps they were too sanguine.”

The facts of the case are simple.  Individuals owned leases in properties.  The company of which they were directors owned the freehold.  The leases and the freehold were being sold. The ‘Seller’ was defined to include the individuals and the company. The individuals signed once and did not refer to the fact that they were signing also as directors on behalf of the Company. The issue before the Court was whether two persons who signed once were signing as individuals and also as two directors.  If they were also signing as two directors, section 44 Companies Act was satisfied. Section 44 allows for signing by a company by two directors. The case concerned the interpretation of section 44(4).

The Court held that, on the facts, it was clear that the two individuals were signing as individuals and also as directors so section 44 was complied with. I must stress that this decision was based on the particular facts.  From the document, it was clear that the individuals were signing on their own account and also on account of the company.

The tip, of course, is not to find yourself in this position.  As Mummery LJ said at 30:

“From a practical point of view it may just be worth stating the obvious: expensive and long drawn-out litigation about the execution of a document by a company can be avoided by taking more care over compliance with the formalities at the time of execution by, for example, adding words that expressly state the capacity in which an individual is signing a document to which a company is a party.”

And take care!  Section 44(6) Companies Act was not relevant in this case.  It provides:

‘(6) Where a document is to be signed by a person on behalf of more than one company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.’

There is much to be aware of when signing or executing documents.  For example, the interrelationship between section 44 and 43 was discussed by the Court of Appeal in Hilmi & Associates Ltd v 20 Pembridge Villas Freehold Ltd [2010] EWCA Civ 314.

As evidenced by Court of Appeal and other cases, getting it wrong is easier than you might think.

FREE training webinar entitled CONTRACT AND COMPANY LAW UPDATE on 30th June 2011, 9am to 10am.

The purpose of this free session is to test the technology and format and to assess the value of running such updates on a regular basis for lawyers.

Feedback would be gratefully received.

If you would like to attend, or know any other guinea pigs, let me know by using the Contact page and I will send you the link and a password

Regards

Michael Twomey