Business Computers International Ltd v Registrar of Companies
| Jurisdiction | England & Wales |
| Judgment Date | 1987 |
| Date | 1987 |
| Year | 1987 |
| Court | Chancery Division |
Negligence - Duty of care to whom? - Litigant - Petition to wind up company - Petition served at incorrect address - Company unaware of petition - Winding up order made but later set aside - Company's claim against petitioner for negligence - Whether petitioning company owing duty of care - Whether statement of claim to be struck out
The second defendant company, claiming to be the assignee of a debt owed by the plaintiff company, presented a petition to wind up the plaintiff company. The petition was served at an address stated in the petition to be the plaintiff's registered office in Wembley, and the petition was subsequently advertised. On 21 July 1986, the petition came before the Companies Court, but nobody appeared on behalf of the plaintiff company, and a winding up order was made. The Wembley address was not in fact the plaintiff's registered office, but that of another company. On learning of the making of the winding up order, the plaintiff successfully applied for it to be set aside. On 4 February 1987, the plaintiff issued a writ against, inter alia, the Registrar of Companies and the second defendant claiming damages in respect of the damage alleged to have been caused by the making of the winding up order.
On the second defendant's motion for an order that the plaintiff's action against it to be struck out as failing to disclose a reasonable cause of action: —
Held, granting the motion, that no duty of care was owed by one litigant to another as to the manner in which the litigation was conducted, whether in regard to the service of process or in regard to any other step in the proceedings; and that, accordingly, the plaintiff company's statement of claim as against the second defendant did not disclose any reasonable cause of action, and ought to be struck out (post, pp. 1140A–G, 1142D–H, 1143H–1144H).
The following cases are referred to in the judgment:
Anns v. Merton London Borough Council [
Cabassi v. Vila (
Donoghue v. Stevenson [
Dorset Yacht Co. Ltd. v. Home Office [
Kelly v. London Transport Executive [
Leigh and Sillavan Ltd. v. Aliakmon Shipping Co. Ltd. [
Marrinan v. Vibart [
Orchard v. South Eastern Electricity Board [
Peabody Donation Fund (Governors of) v. Sir Lindsay Parkinson & Co. Ltd. [
Radivojevic v. L.R. Industries Ltd. (unreported), 22 November 1984; Court of Appeal (Civil Division) Transcript No. 514 of 1984,
Rondel v. Worsley [
Yuen Kun Yeu v. Attorney-General of Hong Kong [
No additional cases were cited in argument:
MOTION
The plaintiff company, Business Computers International Ltd., issued a writ, dated 4 February 1987, accompanied by a statement of claim, against the first defendant, the Registrar of Companies, and the second defendant, Alex Lawrie Factors Ltd., and others, alleging negligence in respect of the facts that on 11 June 1986 the second defendant company presented a petition for the winding up of the plaintiff company and served it at 65, Castleton Avenue, Wembley, an address that was not the registered office of the plaintiff company which was at an entirely different address, namely 5/7, Singer Street, London E.C.2, with the result that when the petition came on for hearing before the Companies Court on 21 July 1986, the plaintiff company was unaware of the existence of the petition and no one appeared on its behalf, and the usual winding up order was made. Having heard of the making of the winding up order, the plaintiff company at once applied for the order to be set aside, and the order was duly set aside. In its statement of claim the plaintiff company alleged, inter alia, that the second defendant, in presenting the petition, owed a duty to the plaintiff company to take reasonable steps to ensure that the registered address of the plaintiff company was correctly stated, that the matters alleged in the petition could be conscientiously verified and that the petition was properly served on the plaintiff company at its registered office. The prayer for relief claimed damages in respect of loss and damage to the plaintiff company, in various respects.
By a notice of motion dated 10 April 1987, the second defendant applied for the statement of claim to be struck out as against it.
The facts are stated in the judgment.
M. F. Harris for the second defendant.
J. D. Martineau for the plaintiff company.
SCOTT J. I have before me an application by the second defendant, Alex Lawrie Factors Ltd., that the claim made against it by the plaintiff, Business Computers International Ltd., be struck out on the ground that the claim discloses no reasonable cause of action.
The circumstances which give rise to the claim are unusual. The second defendant claimed to be the assignee of a debt owed by the plaintiff. On 11 June 1986 the second defendant presented a petition to wind up the plaintiff. The petition was based on the plaintiff's failure to pay the alleged debt. In the petition the plaintiff's registered office was stated to be“65, Castleton Avenue, Wembley.” The second defendant served the petition at 65, Castleton Avenue, Wembley. Subsequently the petition was advertised. On 21 July 1986 the petition came before the Companies Court. Nobody appeared for the plaintiff, and the usual winding up order was made.
No. 65, Castleton Avenue was not in fact the registered office of the plaintiff, which was at 5/7, Singer Street, London, E.C.2. The circumstances which gave rise to the error in the petition and to the service of the petition at 65, Castleton Avenue are not relevant to the application before me. Suffice it to say that the other defendants in the plaintiff's action include the Registrar of Companies, Monorell Ltd., whose registered office was at the material time 65, Castleton Avenue, and one of the directors of Monorell Ltd.
Having learnt of the winding up order the plaintiff at once applied to the Companies Court for the order to be set aside. The order was set aside. The plaintiff contends that it has suffered damage caused by the winding up order.
The writ in this action was issued on 4 February 1987 and was accompanied by a statement of claim. I will read the paragraphs of the statement of claim that plead the plaintiff's case against the second defendant:
“4.(a) On or about 26 June 1985 the plaintiff duly presented to the registrar form 4A, dated 26 June 1985, notifying the registrar that its registered office was 5/7, Singer Street, London n EC (being the office of the plaintiff's accountants)”
Paragraphs 4(b) and (c) I need not, I think, read. The paragraph concludes:
“Such forms were all duly recorded by the registrar … 9. The second defendant is and was at all material times a company engaged in the business of debt factoring. 10. At the material time the second defendant believed that there had been assigned to it by Trinitec Ltd. a debt owed to Trinitec by the plaintiff. (The plaintiff disputes that the debt to Trinitec was in fact owed by the plaintiff but such dispute is not material to these proceedings). 11. On a date unknown to the plaintiff, the second defendant, acting by itself or its agent, searched in the plaintiff's register at the companies registry and recorded the registered office of the plaintiff as being 65, Castleton Avenue, Wembley, Middlesex … 13. On 11 June 1986, the second defendant presented a petition for the compulsory winding up of the plaintiff, based upon the aforesaid alleged debt. In so doing, the second defendant owed a duty to the plaintiff to take reasonable steps to ensure that the registered office of the plaintiff was correctly stated in the...
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...Equipment Corp. v. Darkcrest Ltd., [1984] Ch. 512, refd to. [para. 18]. Business Computers International Ltd. v. Registrar of Companies, [1988] Ch. 229, refd to. [paras. 18, 47, Al-Kandari v. Brown (J.R.) & Co. (A Firm), [1988] 1 All E.R. 833; [1988] Q.B. 665 (C.A.), consd. [paras. 18, ......
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...the court, but he does not normally owe any duty to his client”s opponent: Business Computers International Ltd v Registrar of Companies[1987] 3 WLR 1134. This is not to say that, if the solicitor is guilty of professional misconduct and someone other than his client is damnified thereby, t......