Northwood (Solihull) Ltd v Fearn

An authorised agent’s signature normally counts as the signature of the principal, including a company, unless the statute exceptionally requires personal signature or excludes agency. Statutory notices are interpreted in context by reference to the reasonable recipient and the statutory purpose. A notice may remain valid despite a formal defect where it is substantially to the prescribed effect and fulfils that purpose. Where strict compliance is lacking, the consequence depends on whether the requirement is critical or merely secondary or ancillary. A tenancy-deposit certificate and a possession notice were therefore valid despite agent authentication and an error in the signature rubric.

A landlord company granted an assured shorthold tenancy and supplied a tenancy-deposit certificate signed by a company director. It later served a section 8 possession notice signed by an authorised property manager, who crossed out the wrong part of the signature rubric. Saini J held that the certificate was invalid without execution under section 44 of the Companies Act 2006, but that the possession notice was valid. The tenant appealed against the latter conclusion and the landlord cross-appealed against the former. The central issue was whether the documents complied with the statutory requirements or were nevertheless substantially to the prescribed effect.

1. Disposition. The tenant’s appeal was dismissed and the landlord’s cross-appeal was allowed.
2. Agency and company authentication. At common law, a document is sufficiently signed where it is signed in the principal’s name and with authority by an agent. The agent’s signature counts as the principal’s signature. The principle applies to companies through ordinary agency and attribution rules. A different result arises only where legislation exceptionally requires a personal signature or excludes agency. Hilmi & Associates Ltd v 20 Pembridge Villas Freehold Ltd [2010] EWCA Civ 314 concerned such an exceptional statutory scheme and was not directly applicable.
3. Tenancy-deposit certificate. Section 212(9) of the Housing Act 2004 treated a person acting on behalf of the landlord as included within the expression landlord. Article 2(3) of the Housing (Tenancy Deposits) (Prescribed Information) Order 2007 also contemplated action by an agent. The certificate was signed by an authorised person, contained the prescribed information and fulfilled the statutory purpose. It was therefore valid. The amendments introduced by section 30 of the Deregulation Act 2015 should not be construed as retrospectively invalidating a certificate valid when given.
4. Section 8 notice. Section 8 of the Housing Act 1988 required service of a notice in the prescribed form, not formal execution under section 44 of the Companies Act 2006. The prescribed form expressly permitted signature by the landlord’s agent. The property manager was authorised, and crossing out the wrong part of the rubric was an obvious and immaterial error. The notice fulfilled both purposes identified by the judge: warning the tenant and providing the gateway to possession proceedings.
5. Non-compliance. Applying Osman v Natt [2014] EWCA Civ 1520 and Elim Court RTM Co Ltd v Avon Freeholds Ltd [2017] EWCA Civ 89, the court stated that the consequence of non-compliance depends on the statutory scheme. Critical requirements generally lead to invalidity, whereas secondary or ancillary requirements may not. The relevant pointers are not rigid rules, and the court should adopt a realistic and pragmatic approach.

• Court of Appeal (Civil Division): dismissed the tenant’s appeal and allowed the landlord’s cross-appeal.
• Queen’s Bench Division: Saini J held that the tenancy-deposit certificate was invalid unless authenticated under section 44 of the Companies Act 2006, but that the section 8 notice was valid: [2020] EWHC 3538 (QB), reported at [2021] 1 WLR 1937.