Nageh v David Game College Ltd & Anor

An admission in pleadings that a document bears a party’s signature generally admits its authenticity. Unless withdrawn, the party cannot deny the signature or contend that the document is not theirs. That conclusion is distinct from the document’s legal effect: the party may still dispute whether it creates a binding agreement and what its terms mean. A forgery case, including an allegation that words were added without authority after signature, must be pleaded. A late amendment introducing such a serious allegation may properly be refused where its disruptive consequences are substantial and the decision falls within the judge’s discretion.

Lamya Nageh appealed against the dismissal of her claim for bonuses and commissions allegedly due under an April 2005 document signed by her and David Game. The respondents had admitted in their defence that the document bore their signatures, but denied that it constituted or evidenced a binding agreement. They later sought to amend their defence to allege that Mr Game had not signed the document and that it had been fabricated. The High Court refused permission to amend and dismissed the claim: [2012] EWHC 3845 (QB). The appeal concerned the effect of the pleading admission, the document’s authenticity, and the refusal of the late amendment. A contingent cross-appeal challenged that refusal.

The Court of Appeal allowed the appeal and dismissed the cross-appeal. The outstanding issues were remitted to the High Court, which was to proceed on the basis that Mr Game had signed the April 2005 document and was bound by its contents, subject to questions of meaning and legal effect.

1. The respondents’ defence admitted that the document had been completed and bore Mr Game’s signature. In the absence of withdrawal of that admission, they could not deny that he had signed it or contend that it was not his document. A denial that the document constituted or evidenced a legally binding agreement was materially different and remained open to them.
2. Authenticity and contractual effect were distinct issues. A person ordinarily adopts and is bound by the contents of a document to which he puts his signature. The qualification would arise where words had been added after signature without authority. That would amount to forgery, and such a case required an appropriate pleading. The judge had refused permission to introduce it.
3. The trial judge had nevertheless found that Mr Game had not signed the document. That conclusion was not open on the pleadings. The judge also failed to confront the irreconcilability of the witnesses’ accounts and the consequences of finding that the document was forged. It was unnecessary to decide whether his failure to address other evidence independently undermined the judgment.
4. The refusal of permission to amend was not plainly wrong. The judge understood the limited scope of the existing defence, considered the relevant circumstances and the consequences for both parties, and was entitled to regard the proposed late allegation of forgery as serious and enormously disruptive. The decision was correct and within the proper ambit of his discretion.
5. The respondents’ reliance on Eco 3 Capital Ltd v Ludsin Overseas Ltd [2013] EWCA Civ 413 did not establish waiver. The appellant had preserved her position while responding to factual evidence which might bear on meaning and effect. The absence of a notice under rule 32.19 of the Civil Procedure Rules 1998 added nothing significant in light of the pleading admission and the refusal to permit a forgery case.

1. Court of Appeal (Civil Division): Appeal allowed and cross-appeal dismissed. The remaining contractual issues were remitted to the High Court.
2. High Court of Justice, Queen’s Bench Division: The claim was dismissed and permission to amend the defence to allege forgery was refused: [2012] EWHC 3845 (QB).