Halifax Plc & Ors v Halifax Repossessions Ltd & Ors [2004] EWCA Civ 331 (02 February 2004)

Halifax Plc & Ors v Halifax Repossessions Ltd & Ors [2004] EWCA Civ 331 (02 February 2004)

The court cannot order a change of company name otherwise than by special resolution in accordance with section 28(1) of the Companies Act 1985; Order 45 Rule 8 does not empower the court to bypass statutory requirements; the Registrar of Companies cannot be compelled by court order to act outside statutory powers; therefore, the orders made by Patten J and Lightman J were invalid and must be set aside.

Citation
[2004] EWCA Civ 331
Parties
Claimant/respondent: Halifax PLC; Claimant/respondent: Halifax Mortgage Services Ltd; Claimant/respondent: Halifax Loans Ltd; Claimant/respondent: Halifax Asset Finance Ltd; Claimant/respondent: Halifax Leasing (March) Ltd; Claimant/respondent: Halifax Leasing (June) Ltd; Claimant/respondent: Halifax Leasing (September) Ltd; Defendant/appellant: Halifax Repossessions Ltd; Defendant/appellant: Halifax Second Mortgages Ltd; Defendant/appellant: Halifax Business Finance Ltd; Defendant/appellant: Dharam Prakash Gopee
Jurisdiction
England and Wales
Judgment Date
02 February 2004
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal allowed
Legal Topics
Company Name Change, Court Powers Under Order 45 Rule 8, Statutory Procedure for Company Name Change, Registrar of Companies' Powers, Costs Orders
Company Law Civil Procedure Company Name Change Court Powers Under Order 45 Rule 8 Statutory Procedure for Company Name Change Registrar of Companies' Powers Costs Orders

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Parties

Halifax PLC

Claimant/respondent

Halifax Mortgage Services Ltd

Claimant/respondent

Halifax Loans Ltd

Claimant/respondent

Halifax Asset Finance Ltd

Claimant/respondent

Halifax Leasing (March) Ltd

Claimant/respondent

Halifax Leasing (June) Ltd

Claimant/respondent

Halifax Leasing (September) Ltd

Claimant/respondent

Halifax Repossessions Ltd

Defendant/appellant

Halifax Second Mortgages Ltd

Defendant/appellant

Halifax Business Finance Ltd

Defendant/appellant

Dharam Prakash Gopee

Defendant/appellant

Procedural Posture

Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal

Legal Issues

  1. 1 Whether the court can order a change of company name otherwise than by special resolution under Companies Act 1985 section 28(1)
  2. 2 Whether Order 45 Rule 8 empowers the court to authorise a person to change a company's name outside statutory procedure
  3. 3 Whether the Registrar of Companies can be ordered by the court to change a company's name absent statutory authority

Ratio Decidendi

The court cannot order a change of company name otherwise than by special resolution in accordance with section 28(1) of the Companies Act 1985; Order 45 Rule 8 does not empower the court to bypass statutory requirements; the Registrar of Companies cannot be compelled by court order to act outside statutory powers; therefore, the orders made by Patten J and Lightman J were invalid and must be set aside.

Court Disposition

Appeal allowed

Orders

  • Order of Patten J of 29 May 2002 set aside
  • Costs order of Lightman J of 14 January 2003 set aside