Company—Execution of documents—Signature

Court of Appeal, Civil Division, Mummery, Hughes and Black LJJ, 20 Apr 2011

Under s 44 of the Companies Act 2006, a company document may be validly signed by signatories acting for the company even though the execution did not take place either with the common seal of the company or by expressly being signed “for or on behalf of the company”.

Timothy Dutton (instructed by Bircham Dyson Bell LLP) for the claimants. Evan Ashfield (instructed by Davies Battersby) for the defendants.

The defendant company was named as a party to a contract of July 2008 and a supplementary agreement of January 2009 (the agreement). The contracts included the sale of a residential property to the claimants. The agreement varied the completion date and confirmed the earlier contract in all other respects. The agreement bore various signatures under the words “Signed...seller”, including those of two individuals who were authorised signatories of the defendant. The documents did not bear