Personal liability of directors
A director of a company may be authorised to sign documents on behalf of the company. Such authority may be ‘actual’, in that is conferred by or pursuant to the company’s articles of association, or it may, depending on the circumstances, be ‘implied’. However, just because a director signs a document, it does not necessarily mean that the company is party to it – it is possible, depending on the terms of the document, that the director is signing in a personal capacity. In the case of ambiguity, the court will look at the facts and context of the document in question to try to establish who is the contract party: the company or the individual signatory.
In Muneer Hamid (t/a Hamid Properties) v Francis Bradshaw Partnership, Mr Hamid was the sole director and shareholder of a company (the Company) which traded under his name. He had bought land in his own name and engaged the defendant’s engineers to develop a new showroom. The letter setting out his instructions was on Company notepaper (which included the Company’s address, email address and website but not the company name, number or place of registration, elements that are obliged to appear on company business letters pursuant to the Companies (Trading Disclosures) Regulations 2008) and used the pronoun ‘we’ rather than ‘I‘. He signed the letter and typed his own name following the Company trading name. He did not indicate that he was signing on behalf of the Company.
When a dispute arose between the parties, the defendants argued that the contract was with the Company rather than Mr Hamid personally…
If you are registered and logged in to the site, click on the link below to read the rest of the Walker Morris briefing. If not, please register or sign in with your details below.
Sign in or Register to continue reading this article
It's quick, easy and free!
It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.Register now
Why register to The Lawyer
In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.
Identify the major players and business opportunities within a particular region through our series of free, special reports.
Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.
More relevant to you
To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.
News from Walker Morris
News from The Lawyer
Briefings from Walker Morris
What’s coming up: the major cases, government policy changes, and litigation and dispute resolution legislation to look out for in 2015
We know that it is important for businesses to be aware of upcoming legal and regulatory changes, so that they can plan ahead. View Walker Morris’s summary of some of the key upcoming decisions in major cases, changes to government policy and forthcoming legislation relating to litigation and dispute resolution in an easy-to-use table by clicking the link below: http://www.walkermorris.co.uk/whats-coming
The answer is yes, if they were not created as part of a genuine attempt to settle an existing dispute.
Analysis from The Lawyer
Which firms are cutting it in this era of slimline rosters, and who are the GC new brooms making clean sweeps? The Lawyer can reveal all
The law school war shows no signs of ending. But we have, perhaps, reached the end of the beginning.