Confirmation that the execution requirements of the Companies Act 2006 do not apply to s.8 notices or prescribed information certificates
This article was published on: 31st January 2022Matt Pugh
In this case, Northwood Solihull (the Claimant) served a section 8 notice requiring possession of a property rented by Mr Fearne and Ms Cooke (the Defendants) on grounds 8, 10 and 11 (due to rent arrears). Possession was granted by the County Court, despite the Defendants arguing that the eviction notice was invalid because it had not been signed by two authorised signatories or by a company director in the presence of a witness, in breach of Section 44 of the Companies Act 2006 (“Section 44”). Despite possession being granted, the Judge did find in favour of the Defendants on the basis that the Confirmatory Certificate issued upon registration of the deposit was not signed by the landlord in breach of Section 44. A fine was duly imposed, which more or less wiped out the arrears.
Both parties appealed. The landlord’s position was that the judge was correct in his finding that Section 44 did not apply to Section 8 notices but was wrong in finding that it did apply to Confirmatory Certificates. The Defendant, unsurprisingly, appealed saying the complete opposite. The possession order was stayed pending appeals.
Both appeals were dismissed by the High Court and it was held that whilst the signing of a section 8 notice did not have to comply with Section 44, the signing of the prescribed information certificate did and could not be signed by a sole director.
A second appeal was made and, in what is considered to be a crucial ruling for landlords and letting agents, the Court of Appeal allowed the landlord’s appeal, finding that Section 8 notices are valid as long as the person signing is authorised to do so by the person required to give the notice. In relation to the Confirmatory Certificate the signature of a director of the landlord, clearly as a person authorised to sign on the company’s behalf, was sufficient and the Certificate was valid.
The Court of Appeal dismissed the tenant’s cross-appeal regarding the section 8 notice as it was evident that the notice had been signed on behalf of the landlord and it was a conceivable error that the incorrect part of the rubric was crossed out. As to the Confirmatory Certificate, the Court of Appeal held that as the certificate had given the tenants all of the information that was required to be provided to them, and there was no suggestion that any of the information was inaccurate. Authenticating the certificate on behalf of the landlord by an authorised person did not have any adverse impact on its validity.
This is an important decision for both landlords and letting agents, due to the logistics involved in complying with Section 44. It could have opened the floodgates, exposing landlords and letting agents to a lot of claims.