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Social Housing Speed Read – notices signed by corporate landlords and their agents

The recent Judgment from the Court of Appeal (Cooke v Northwood (Solihull) Ltd [2022] EWCA Civ 40) concerns the validity of notices signed by corporate landlords and their agents.

Section 8 of the Housing Act 1988 provides that a Court may not entertain possession proceedings unless a landlord serves notice in the prescribed form. The prescribed notice form provides that it must be signed by either the landlord or someone acting on their behalf.

Section 213 of the Housing Act 2004 provides that, where a Landlord receives a tenancy deposit in connection with a shorthold tenancy, the landlord must provide a range of information relating to the deposit, along with a certificate signed by the landlord confirming that this information is true.

Section 44 of the Companies Act 2006 dictates that a company has executed a document if:

  • It affixes it’s common seal;
  • it signs by two authorised signatories; or,
  • it signs by a director of the company in the presence of a witness who attests the signature.

Facts

Northwood (Solihull) Ltd was party to an assured shorthold tenancy agreement with their Tenant, Ms Cooke. Ms Cooke had paid a deposit. On commencement of the tenancy, Northwood (Solihull) Ltd provided the prescribed information alongside a deposit certificate; this certificate was signed by a director of Northwood (Solihull) Ltd.

During the tenancy, Ms Cooke entered into rent arrears. As a result, Northwood Ltd sought to evict Ms Cooke and served a notice seeking possession upon her. This notice was signed by one of Northwood (Solihull) Ltd’s employees. Following service, Northwood (Solihull) Ltd began possession proceedings against Ms Cooke.

The Defendant defended the proceedings on the basis that the notice seeking possession served on her was not properly executed. She argued that a corporate landlord could only execute documents in accordance with s.44 Companies Act 2006, and this had not been complied with.

The Defendant also issued a counter claim for damages, on the basis that Northwood Ltd had not provided a valid deposit certificate as required by s.213 Housing Act 2004, as the confirmatory certificate was not signed in accordance with s.44 Companies Act.

Judgment

The Court of Appeal held that there was no requirement for either the notice seeking possession or the confirmatory certificate to be signed in accordance with s.44. What mattered in each case was that the signatory was a person who had the authority to sign on behalf of the landlord.

In the case of the Notice Seeking Possession, s.8 Housing Act 1988 does not provide that a certain signature is required, only service in the prescribed form. The prescribed form requires the notice to be signed by the landlord or someone acting on their behalf. On the facts, there was no suggestion that the agent had asserted that she was the landlord herself at any point. The agent had been authorised to sign on behalf of the landlord.

In the case of the Deposit certificate, the term ‘Landlord’ on the prescribed form was found to include a person acting on the landlord’s behalf. The director was found to have been authorised to act on the Landlord’s behalf.

Accordingly, both the director and the employee were authorised to sign, and the notice and certificate were valid.

Reflections

This decision will be of reassurance to corporate landlords – the High Court had previously found that the deposit certificate was invalid and it had been feared that, should the Court of Appeal have sided with this previous judgment, this finding would have triggered a wave of claims against landlords and agents.

A single authorised employee of a landlord or letting agent can sign a section 8 notice or section 21 notice or a tenancy deposit certificate without fear of legal repercussions.

If you have any questions on the above and how it will affect social housing providers, or any other questions as a social housing provider, please do not hesitate to contact Simon Thirtle, or a member of our expert Social Housing Team.

Please note that this briefing is designed to be informative, not advisory and represents our understanding of English law and practice as at the date indicated. We would always recommend that you should seek specific guidance on any particular legal issue.

This page may contain links that direct you to third party websites. We have no control over and are not responsible for the content, use by you or availability of those third party websites, for any products or services you buy through those sites or for the treatment of any personal information you provide to the third party.

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Simon Thirtle

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