Williams & Ors v Redcard Ltd & Ors

Williams & Ors v Redcard Ltd & Ors

Where a company is defined as a party (e.g., 'Seller') and the signatures of two authorised signatories appear under that defined term, the document is expressed to be executed by the company for the purposes of section 44(4) Companies Act 2006, even without express words 'by or on behalf of' the company.

Parties
Appellant: Roger Williams & Others; Respondent: Redcard Limited & Others
Jurisdiction
England and Wales
Judgment Date
20 April 2011
Procedural Posture
Civil Appeal / Appeal From High Court (chancery Division) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Execution of Documents by Companies, Section 44 Companies Act 2006, Formalities of Company Contracts
Company Law Contract Law Execution of Documents by Companies Section 44 Companies Act 2006 Formalities of Company Contracts

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Parties

Roger Williams & Others

Appellant

Redcard Limited & Others

Respondent

Procedural Posture

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

Legal Issues

  1. 1 Whether the Supplementary Agreement was validly executed by Redcard Limited under section 44(4) of the Companies Act 2006
  2. 2 Whether the absence of express words 'by or on behalf of' Redcard in the signatures invalidated execution

Ratio Decidendi

Where a company is defined as a party (e.g., 'Seller') and the signatures of two authorised signatories appear under that defined term, the document is expressed to be executed by the company for the purposes of section 44(4) Companies Act 2006, even without express words 'by or on behalf of' the company.

Court Disposition

Appeal dismissed

Orders

  • The appeal is dismissed.