Northwood Solihull Ltd v Fearn & Ors

A statutory notice need not be executed under Companies Act 2006, section 44, where the governing legislation permits an authorised agent of a corporate landlord to sign it. The position differs where legislation requires a certificate to be signed by the landlord. In that situation, a company must comply with section 44. A defect in the execution of such a certificate cannot be cured by describing it as substantially to the same effect. The signature requirement is binary: either the certificate has been signed by the landlord in the prescribed manner or it has not.

The landlord served a section 8 notice seeking possession of residential premises for rent arrears. The notice was signed by the landlord’s property manager, who was authorised to act for the company but signed the form as landlord rather than landlord’s agent. The tenants argued that the notice required execution under section 44 of the Companies Act 2006.

The landlord had also supplied prescribed tenancy-deposit information accompanied by a certificate signed by one director without a witness. The County Court held that the section 8 notice was valid but that the confirmatory certificate was invalid. The appeal and cross-appeal concerned whether those conclusions were correct, and whether the certificate defect was saved by substantial compliance.

1. Section 8 notice. The appeal was dismissed. The statutory question was whether section 8 of the Housing Act 1988 and the prescribed form required the company itself to sign the notice. Unlike the provision considered in Hilmi & Associates Ltd v 20 Pembridge Villas Freehold Ltd, section 8 contains no express requirement that the notice be signed “by” the landlord. Form No 3 expressly permits signature by the landlord’s agent. An authorised agent could therefore validly sign without section 44 execution formalities.
2. The court rejected a test based on whether the document had more than trivial contractual effect. That criterion was vague and legally uncertain. The relevant inquiry is the particular statutory provision and context, including whether the legislation requires personal signature by the company itself.
3. Confirmatory certificate. Permission to cross-appeal was granted, but the cross-appeal was dismissed. Article 2(1)(g)(vii) of the Housing (Tenancy Deposits) (Prescribed Information) Order 2007 required confirmation in the form of a certificate signed by the landlord. That legislative requirement meant that a corporate landlord had to sign through section 44 of the Companies Act 2006. A certificate signed unattested by one director was invalid.
4. Substantial compliance. The certificate defect was not cured by section 213(6) of the Housing Act 2004. The signature requirement was not an item of information capable of being substantially achieved. It was a binary requirement. Further, the certificate was a freestanding confirmation of the accuracy of the prescribed information, rather than information falling within the substantial-compliance wording.
5. The section 8 notice was valid, Ground 8 was made out, and the order for possession stood. The landlord’s alternative grounds did not arise.

• High Court (Queen’s Bench Division): dismissed the appeal from the County Court at Birmingham and dismissed the landlord’s cross-appeal concerning the confirmatory certificate. The court upheld the order for possession and the related penalty findings.
• County Court at Birmingham: HHJ Williams held that the section 8 notice was valid but that the confirmatory certificate was invalid; order dated 14 January 2020.