Ashley & Ors vTesco Stores & Ors

Where a Scottish-registered company is served at its registered office under section 1139 of the Companies Act 2006, that statutory method is also permitted by section II of Part 6 of the Civil Procedure Rules. The applicable time limit is therefore six months under CPR 7.5(2), where the claim form is served in accordance with section IV of Part 6. The rules do not require the claimant first to use an alternative address or method under CPR 6.9 or CPR 6.7. A contrary interpretation would qualify the unqualified statutory permission, create uncertainty and satellite litigation, and conflict with the overriding objective.

The claimants appealed from Patterson J’s order dated 15 April 2014 concerning service of a claim form on Santon, a company registered in Scotland with its registered office in Edinburgh. The claimants served the claim form at that registered office under section 1139(1) of the Companies Act 2006, but not within the four-month period applicable to service within the jurisdiction.

The issue was whether that service attracted the six-month period under CPR 7.5(2), or whether the claimants had to use a method under section II of Part 6, including service at an English place of business or on solicitors authorised to accept service.

1. Appeal allowed. The period for service was six months under CPR 7.5(2).
2. Section 1139(1) of the Companies Act 2006 gives unqualified permission to serve a company registered under the Act by leaving the document at, or sending it by post to, its registered office. That statutory method is a method permitted by section II of Part 6 for the purposes of CPR 6.40(2).
3. CPR 6.3(2) provides that a company may be served by any method permitted under Part 6 or by any method permitted under the Companies Act 2006. The statutory method is thereby incorporated into Part 6. CPR 6.40(2) does not require a method specifically set out in section II to be used, and CPR 6.3(2)(a) does not exhaust the meaning of “permitted by Section II”.
4. The respondents’ construction would introduce a qualification into section 1139 that Parliament had not enacted. It would require potentially substantial enquiries about an English place of business or a solicitor’s authority, creating uncertainty, satellite litigation and unnecessary cost. It was also inconsistent with the overriding objective under CPR 1.2.
5. CPR 6.9, CPR 6.7 and CPR 6.6(1) did not alter that conclusion. The claimants were entitled to rely on service at the Scottish registered office and were not confined to the four-month period.

Kitchin LJ and Gloster LJ agreed with Arden LJ’s judgment. The order was: appeal granted.

• Court of Appeal (Civil Division) allowed the appeal and held that six months was available for service under CPR 7.5(2).
• High Court of Justice, Queen’s Bench Division (Patterson J) had held that service under section 1139 had to be completed within four months.