Smith v Henniker-Major & Co [2001] EWHC 484 (Ch) (17 October 2001)

Smith v Henniker-Major & Co [2001] EWHC 484 (Ch) (17 October 2001)

The assignment to Mr Smith was invalid as it was not authorised by a quorate board meeting and section 35A Companies Act 1985 does not cure this defect; the later deed did not retrospectively ratify the assignment but constituted a new assignment after the limitation period had expired; amendment to plead the later assignment would introduce a new cause of action and deprive the defendant of a limitation defence, which is not permitted under CPR Part 17.4(2).

Citation
[2001] EWHC 484 (Ch)
Parties
Claimant: Geoffrey Smith; Defendant: Henniker-Major & Co
Jurisdiction
England and Wales
Judgment Date
17 October 2001
Procedural Posture
Application for Summary Judgment Under Part 24 CPR / Summary Judgment Application in Chancery Division
Outcome
Claim dismissed
Legal Topics
Assignment of Causes of Action, Directors' Authority, Quorum Requirements, Limitation of Actions, Amendment of Pleadings, Ratification of Unauthorised Acts
Company Law Civil Procedure Assignment of Causes of Action Directors' Authority Quorum Requirements Limitation of Actions Amendment of Pleadings Ratification of Unauthorised Acts

Case Brief

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Parties

Geoffrey Smith

Claimant

Henniker-Major & Co

Defendant

Procedural Posture

Application for Summary Judgment Under Part 24 CPR / Summary Judgment Application in Chancery Division

Legal Issues

  1. 1 Whether the assignment of SPDL's cause of action to Mr Smith was valid
  2. 2 Whether the assignment could be retrospectively ratified
  3. 3 Whether Mr Smith could amend his claim to rely on a later assignment

Ratio Decidendi

The assignment to Mr Smith was invalid as it was not authorised by a quorate board meeting and section 35A Companies Act 1985 does not cure this defect; the later deed did not retrospectively ratify the assignment but constituted a new assignment after the limitation period had expired; amendment to plead the later assignment would introduce a new cause of action and deprive the defendant of a limitation defence, which is not permitted under CPR Part 17.4(2).

Court Disposition

Claim dismissed

Orders

  • Action struck out and dismissed
  • Costs and form of order to be determined after hearing counsel