JLA "Stopping" Charge

Fruitcake

Just a thought, when you contacted VCS each time, did they reply, or was it Excel? Despite their incestuous links, they are two completely different trading companies according to Companies House records, with separate company numbers. 
They should not be sharing data so that should warrant another round of complaints to the airport, the IPC, and the ICO.

DisruptiveLad

Which section of the Companies Act takes precedence? Section 43 or 44. Anyone know?

Router66

Thanks for this @Fruitcake...I was not aware of the distinction between a contract and a validly executed document.

I had discussed our case with a Solicitor (friend of a friend) and mentioned that we had a copy of a contract between LJLA and VCS which was invalid due to only having one signature from each party. The Solicitor took the wind out of my sails by pointing out that two signatures from each party is not necessary for a contract to be valid.

This appeared to be a contradiction but I now see that the Solicitor was referring to section 43 and I was assuming section 44 applied and the contract was therefore not a validly executed document.

Hopefully someone will be able explain whether or not a contract authorising the raising of Parking Charges on behalf of the landowner is required to be a validly executed document? 

Fruitcake

Theoretically, S43 would take precedence for a company contract, but I would always argue both. 
S44 requires two signatures from each party for a document to be validly executed, but S43 only require one signature from each party for a simple contract to be formed.
What you don't want to do is for a judge to discard S44 because a contract has one siggy from each party, but each signatory must have authority to sign on behalf of the company.
The most common job title in the world is, "manager" so in my opinion, such a common position would not have authority to sign, it must be someone higher up the food chain.

This is my interpretation on the subject that I knocked up for a different poster a while ago. My comments are in italics.

Companies Act 2006

 

Companies Act 2006 (legislation.gov.uk) Section 43

 

Companies Act 2006 (legislation.gov.uk) Section 44

For S43

43 Company contracts

(1) Under the law of England and Wales or Northern Ireland a contract may be made—

(a) by a company, by writing under its common seal, or

(b) on behalf of a company, by a person acting under its authority, express or implied.

(2) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of a company.

 

1 (a) Rarely used

1 (b) Express authority means a statement from a person such as the owner, a company director or company secretary, or someone with significant interest in the company, who has the authority to form legally binding contracts with another party.

Implied authority would usually be found in the company’s Articles of Association or similar as held by Companies House stating that a person holding a specific title such as Regional Manager or Property Manager has authority, or a person specifically named by the owner, director, company secretary, or someone with significant interest in the company has authority.

  

For S44

44 Execution of documents

(1) Under the law of England and Wales or Northern Ireland a document is executed by a company—
(a) by the affixing of its common seal, or
(b) by signature in accordance with the following provisions.

(2) A document is validly executed by a company if it is signed on behalf of the company—
(a) by two authorised signatories, or
(b) by a director of the company in the presence of a witness who attests the signature.

(3) The following are “authorised signatories” for the purposes of subsection (2)—
(a) every director of the company, and
(b) in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.

The alleged contract has not been executed in accordance with paragraph 1 because the neither party has affixed its common seal, it has not been signed by two authorised people from each company nor by a director and witness of each company in accordance with the requirements of paragraph 2, and has not been signed by authorised signatories as defined in paragraph 3.

From another thread.

District Judge Simon Middleton said in his judgment of case number F1DP92KF heard at Truro County Court on the 3rd of July 2020 that, "Claire Williams could not have signed the contract on behalf of the owner because she is not a director of the owner."

Coupon-mad

I don't think it's a silver bullet and nothing to get hugely distracted by.  In my view it's one of several defence points.  You can soon tell if a Judge is with you or not and need to be ready to move on to another point.

Fruitcake

Agreed, but if a judge is on the fence, then one small point may just be enough to tip the balance.

Router66

In the case of @chrisski961 the judge dismissed the case on the grounds that VCS didn't have the authority to impose fines on the land surrounding LJLA.
It would be really helpful to know why the judge deemed VCS did not have the required authority...do you have any insight on this @DisruptiveLad ? 

Router66

Fruitcake said:

Just a thought, when you contacted VCS each time, did they reply, or was it Excel? Despite their incestuous links, they are two completely different trading companies according to Companies House records, with separate company numbers. 
They should not be sharing data so that should warrant another round of complaints to the airport, the IPC, and the ICO.

VCS and their debt collectors are the only ones to respond, and then, only with template letters.

Not_A_Hope

My understanding was that the judge found that VCS had a contract to manage parking at the airport and found this did not extend to stopping on the roads around the airport perhaps not even owned by the airport.

DisruptiveLad

I imagine the def asked for the proof and the judge followed that up. Apparently, VCS' rep said they would appeal and the judge asked on what point of law exactly would they do that. Not a leg to stand on. I have a question though: which section of the Companies Act 2006 takes precedence on contracts? Sec 43 or Sec 44? Any idea?