Head Mann Associates Ltd v Goode

On an application for permission to appeal against findings of fact, the appellate court’s role is limited. It asks whether the first-instance conclusions were reasonably open on the evidence and should intervene only where they fall outside the range of possible responses. A careful assessment of witness evidence and documents does not permit the appellate court to substitute its own view. Whether an individual contracted personally or on behalf of a company depends principally on whether he made his representative capacity clear to the other contracting party. The nature of the work and the involvement of other professionals do not by themselves establish corporate contracting. Permission should be refused where the proposed appeal has no realistic prospect of success.

Head Mann Associates Ltd claimed unpaid professional fees from Harry Goode for work connected with a planning inquiry. The preliminary issue before the Birmingham County Court was whether Mr Goode had contracted personally or had acted only as director of Shirley Estates Ltd. After hearing conflicting oral evidence and considering the documents, the recorder decided that Mr Goode had contracted personally. Mr Goode applied to the Court of Appeal for permission to appeal, challenging the factual assessment and alleging that relevant matters had been overlooked. The central issue was whether there was any realistic prospect that the appellate court could properly interfere with the recorder’s findings.

1. Disposition. Lord Justice Kay refused the application for permission to appeal. The proposed appeal had no realistic prospect of success.
2. Appellate restraint. The issue was essentially factual. Because the Court of Appeal had not heard the evidence, its function was to decide whether the recorder’s conclusions were reasonably available on the evidence. It could intervene only if those conclusions were outside the range of possible responses open to a judge at first instance.
3. Assessment of the evidence. The recorder had carefully considered each witness, related the oral evidence to the documents, and explained his conclusions. The documents did not invalidate those findings. The Court of Appeal was not entitled to substitute its own view of the facts.
4. Contracting capacity. The relevant question was whether Mr Goode had made clear to Head Mann Associates that he was negotiating and requesting work on behalf of the limited company, or whether, by failing to disclose that position, he appeared to be acting personally. The fact that the work was outside the ordinary remit of a farmer did not establish that he was acting through the company. Nor did the payment of other members of the professional team determine the issue, since the material question concerned what was conveyed to the claimant.
5. The recorder had considered the different work involved, the correspondence, the dormant status and lack of assets of the company, and the circumstances in which funding was required. No arguable error justified appellate intervention.

• Court of Appeal (Civil Division): Permission to appeal from the Birmingham County Court decision was refused.
• Birmingham County Court: Mr Recorder Mansfield QC decided the preliminary issue on 11 December 2001; the order was amended on 29 January 2002.