London County Council v Agricultural Food Products Ltd; London County Council v Vitamins Ltd
| Jurisdiction | England & Wales |
| Judge | LORD JUSTICE DENNING,LORD JUSTICE ROMER,LORD JUSTICE PARKER |
| Judgment Date | 31 March 1955 |
| Judgment citation (vLex) | [1955] EWCA Civ J0331-1 |
| Court | Court of Appeal |
| Date | 31 March 1955 |
[1955] EWCA Civ J0331-1
Lord Justice Denning
Lord Justice Romer, and
Lord Justice Parker.
In The Supreme Court of Judicature
Court of Appeal
Mr C. FLETCHER COOKE, (Instructed by Mr. J. G. Barr, Legal Department, London County Council) appeared on behalf of the Appellants (Plaintiffs).
Mr GERALD GARDINER, Q. C. and Mr OLIVE WIGRAM, (Instructed by Messrs, Signy & Co.) appeared on behalf of the Respondents (Defendants).
By an agreement of tenancy da ed 18th March 1940 the London County Council by Herbert Westwood their valuer and agent, let to Vitamins Limited some property in Beavor Lane, Ham-mersmith, for storage purposes at a rent of £30 a year. The agreement contained a provision for determining the tenancy which is in these terms:- "The tenancy may be determined by three month's notice to expire at any time after 3lst March 1941. If determined by the Council it shall be by a written notice signed by the Valuer to the Council and served on the Tenants or left for them upon the premises or if the same are unoccupied affixed to the premises three months at least prior to the day of determination. If determined by the Tenants it shall be by a Notice in writing signed by the Tenants and served upon the Valuer or one of his Assistants at the offices of the Council three months at least prior to the day of determination. The Notice in either case may instead of being served be sent through the post by registered letter addressed to the Tenants at the premises or to the Valuer at the offices of the Council as the case may be."
The London County Council now want to get possession of the property because they have a plan to build a new arterial road across the site. Accordingly they gave a notice to quit in these terms:- "To Vitamins Limited. On behalf of the Landlords, the London County Council, I hereby give you NOTICE TO QUIT and deliver up possession, on Thursday the Thirtieth day of September 1954 of the PREMISES situate:- On the East Side of Beavor Lane, Hammersmith, London, W.6. which you now hold as a Tenant of the said Council. Dated this 24th day of June, 1954. J. E. J. Toole. Valuer and Agent of the London County Council."
It so happens that there is an adjoining piece of land of which the London County Council also seeks to get possession for the new arterial road. This was let to Agricultural Food Products Ltd which is associated with Vitamins Ltd. Theagreement is in the same form as that with Vitamins Limited. There is a similar provision for notice to quit except that it provides for one month's notice instead of three months. A notice to to quit has been given in the same form except that it is one month's notice.
When these two associated companies received these notices to quit, they saw that the signature "J. E. J. Toole" on the two notices to quit was in different handwriting. They deduced there from, quite rightly, that Ur Toole had not written the signatures himself: and they say that on this account the notices are bad. Their point is short and simple. It is this: The agreements require that the notices should be "Signed by the Valuer to the Council". These notices were not signed by him.
This point would not in the ordinary way worry the London County Council very much: because it could soon be remedied by serving fresh notices on which the Valuer Mr Toole had written his own signature. But we are told that the new Landlord and Tenant Act 1954 has since come into operation and will give the tenants considerable security of tenure unless these notices are good. Hence the concern of the London County Council to show that they are valid. They admit that Mr Toole did not write his own name on either of the notices. They say that an assistant valuer did it in each case on his behalf: but they contend that this is a sufficient signature by him.
In the ordinary way, when a formal document is required to be "signed" by a person, it can only be clone by that person himself writing his own name upon it, or affixing his own signature upon it, with his own hand, see Goodman v. Eban, 1954 2 Weekly Law Reports, page 581:but there are some oases where a man is allowed to sign by the hand of another who writes his name for him. Such a signature is called a signature by procuration, by proxy, "per pro", or more shortly "p.p." All of these expressions are derived from the latin per propurationem, which means by the action of another. A simple illustration is when a man has broken his armand cannot write his own name. In that case he can get someone else to write his name for him: but the one who does the writing should add the letters "p.p." to show that it Is done by proxy, followed by his initials so as to indicate who he is.
In the present case it is said that Mr Toole signed by the hand of a proxy, the assistant valuer, but the proxy did not add the letters "p.p.". In order to test the validity of the signature, we have first to enquire whether a signature by proxy was permissible at all: and secondly, if it was, whether the omission of the letters "p. p." was a fatal flaw.
On the wording of this tenancy agreement, I think that a signature by proxy was permissible on this notice to quit. Take the case where the tenants desire to determine the tenancy. The notice has to be in writing "signed by the tenants". But the tenant is a limited company which cannot write its own name. It can only sign by proxy, as for instance by a Director or Secretary signing on its behalf. Take next the case where the London County Council desire to give a notice to quit. The notice has to be a written notice "signed by the Valuer to the Council". The Valuer is not designated by name, but by his office. The tenants might not even know his name. Valuers come and go without the tenants being any the wiser. The personality of the Valuer does not come into It. In these circumstances I think that a signature by proxy is permissible. The Valuer can get one of the assistant valuers to write his name for him: but the assistant should add the letters "p.p." to show that it is done by proxy, followed by his initials.
The second question is more difficult. The assistant valuer did not add the letters "p.p." as he ought to have done. This is bad practice because it is misleading. Anyone who did not know Mr Toole's signature would think that Mr Toole had himself signed the document. If It were not for authority, I should have thought this was a fatal flaw. But there are two cases which show the contrary. In The Queen v. The Justices of Kent, 1873, Law Reports 8 Queen's Bench, page 305 and France v. Dutton. 1891, 2Queen's Bench, page 208, a clerk wrote the name of the principal, being duly authorised so to do, but did not add anything to show that it was done by proxy. Nevertheless the signature was held good. I do not think we should disturb oases of such long standing: especially when Section 91 (1) of the Bills of Exchange Act 1882 proceeds on the same footing. That Section says that: "Where, by this Act, any instrument or writing is required to be signed by any person, it is not necessary that he should sign it with his own hand, but it is sufficient if his signature is written thereon by some other person by or under his authority." - That Act is a codification Act, and is therefore a statutory recognition of the rule in The Queen v. The Justicca of Kent, Applying this rule, I think that the signature to this notice to quit should be held good so long as it was authorised by Mr Taole.
No evidence was called at the trial to show that Mr Toole authorised this signature: but this was because the Judge ruled that Mr...
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