Prempeh v Lakhany (2020) EWCA Civ 1422
We saw this case on a first appeal in the County Court. The issue was whether a section 8 notice on rent arrears grounds, in this instance grounds 8, 10 and 11, is a ‘demand for rent’ for the purposes of section 47 Landlord and Tenant Act 1987:
47 Landlord’s name and address to be contained in demands for rent etc.
(1) Where any written demand is given to a tenant of premises to which this Part applies, the demand must contain the following information, namely—
(a) the name and address of the landlord, and
(b) if that address is not in England and Wales, an address in England and Wales at which notices (including notices in proceedings) may be served on the landlord by the tenant.
The section 8 notice was not signed by the landlord and did not have the landlord’s address, rather it was signed by the landlord’s solicitors as agent and gave their address. This argument failed at first instance on on first appeal. The tenant brought a second appeal to the Court of Appeal.
The Court of Appeal dismissed the appeal in fairly short order.
A notice seeking possession was not a demand for rent, there was no express demand in the prescribed form of section 8 notice, nor could it be said to be an implied demand or requirement to pay. The purpose was to provide the tenant with information on the landlord’s proposed course of action. There was therefore no requirement to comply with s.47 (and of course a non-rent arrears section 8 notice would not have to). Moreover the prescribed form did not require the landlord’s name and address, stating at 6 as it did:
“6. Name and address of landlord/licensor*.
To be signed and dated by the landlord or licensor or the landlord’s or licensor’s agent (someone acting for the landlord or licensor) If there are joint landlords each landlord or the agent must sign unless one signs on behalf of the rest with their agreement.”
This also dispatched the tenant’s second ground of appeal – that the prescribed form required the landlord’s signature and address. The prescribed form did not include any extra box or dotted lines for the landlord’s name and address, if the form was completed by an agent, nor did the form have any instructions to the effect that these details must be added.
Sensible decision – and surprised that they managed to obtain leave to appeal in the first place!
Why is it that solicitors always seems to be used in the plural, as in “LL’s solicitors“, as though somehow the corporate body of the individual solicitor’s firm (rather than the individual solicitor himself/herself) is seemingly traditionally seen as the entity in fact assuming agency on behalf of the party whom they are representing? While this has come up in other contexts (though sheerly as a matter of curiosity as to the history of legal conventions as trivia, rather than having any consequence previously, the reason I now ask is partly that I am wondering what this ruling would suggest as to the validity of a notice seemingly signed with only the name of the firm of the solicitor who must have prepared and served it, and not that of the individual solicitor supposably acting in the firm’s name themselves.
Actually, having read the decision (after writing the above), it seems to refer in several places to the claimant’s solicitorS (plural), as well as to indicate in several places that, while the firm happened to be called Phillip Ross Solicitors, the notice was actually signed by the man, Philip Ross, himself. Perhaps the closest that this decision comes to declaring whether or not this was needed is a rather elusive tease at section (paragraph?) 49:
“It is sufficient that the name and address of the person signing be provided, which may be, as in this case, the agent of the landlord.”
…which refers to a person, but of course as you have advised in the past, and as I think the Interpretation Act might also explicitly provide, it is trite (common?) law that bodies corporate may generally function as persons. But I’m still inclined to think that a personal signature may be necessary, and to turn to the Companies Act 2006 in the wake of Northwood Solihull Ltd (NSL -v- F&C), for support of this…
It has always intuitively struck me, in wrapping my head around the CA2006 provisions in the course of grokking the NSL case, that companies, lacking hands and opposable thumbs etc, cannot grip pens so as to directly sign documents as such, hence why specific provisions are needed to be elaborated by legislation like the Companies Act to stipulate how they are to bind themselves to agreements and legal instruments, ie who is and isn’t authorised to “sign” documents on their behalf. Indeed, NSL clarifies that certain things aren’t required to be “executed” as under s. 44 CA2006, but can perhaps merely be “made” as in s. 43. s. 44(2) refers to “sign[ing] on behalf of a company … by … signatories.” S. 43(b), meanwhile, gives actions “by a person” “on behalf of a company” as an alternative to the company itself writing under its own common seal, all further supporting the idea that companies themselves cannot sign things as such.
Apart from this, I wonder what the implications of the daisy-chaining of inter-party and “intra-party” agency could be, in that the individual using their pen to sign on behalf of the law firm, which is then in turn as a corporate entity acting as the agent of an ultimate possession claimant (LL) on whose behalf the notice is ultimately being served. While this line of doubt does feel weaker to me than the one articulated above it, would anyone expect multiple levels of proxy agency like that to be allowed by the decision or the prescribed form?
In any event, this all still leaves the most interesting, if probably least consequential, question of why, in general, the convention seems in many diverse legal contexts to be to refer to any given party’s representatives as their (plural) “solicitors,” even when it is often clearly a single individual running the case, if there is even any more than one solicitor comprising the firm at all.
Best,
Tim
It is because a firm acts for their client, not an individual solicitor. (Could be partnership, LLP, or company structure.) NSL effectively settled the whole ‘signing as a company’ thing for NSPs anyway – https://nearlylegal.co.uk/2022/01/company-landlords-and-signing-notices/