R v Andrews-Weatherfoil Ltd
| Jurisdiction | England & Wales |
| Judge | MR. JUSTICE EVELEIGH,THE LORD CHIEF JUSTICE |
| Judgment Date | 11 October 1971 |
| Judgment citation (vLex) | [1971] EWCA Crim J1011-4 |
| Docket Number | Nos. 1439/R/71 1864/R/71 |
| Court | Court of Appeal (Criminal Division) |
| Date | 11 October 1971 |
[1971] EWCA Crim J1011-4
The Lord Chief Justice of England (Lord Parker)
Mr. Justice Donaldson
and
Mr. Justice Eveleigh
Nos. 1439/R/71
1648/R/71 and
1864/R/71
IN THE COURT OF APPEAL
CRIMINAL DIVISION
Royal Courts of Justice
MR. VICTOR DURAND, Q. C., and MR. J. NUTTING appeared as Counsel for the Applicant Andrews Weatherfoil Ltd.
MR. JOHN HAZAN, Q.C., and MR. A LEWISOHN appeared as Counsel for the Applicant S.F.C. Sporle.
MR. JOHN PLATTS-MILLS, Q. C., and MR. P. CRAWFORD appeared as Counsel for P.G. Day.
MR. JOHN BUZZARD and MR. N. NELIGAN appeared as Counsel for the Crown.
I will ask Mr. Justice Eveleigh to read the Judgment of the Court so far as it concerns Appeals or Applications for leave to appeal against conviction.
On the 23rd March 1971 at the Central Criminal Court in a trial which lasted over six weeks Andrews Weatherfoil Limited, Sidney Frederick Charles Sporle and Peter George Day were charged with bribery and corruption under the Public Bodies Corrupt Practices Act 1889, Section 1, in relation to Council building contracts of the Battersea Metropolitan Borough Council and the London Borough of Wandsworth Council when Sporle was Member and Chairman of the Housing Committee or Member of the Council.
Count 1 charged that Sporle on the 4th January 1965 corruptly agreed to receive a salary from Ellis (Kensington) Limited as an inducement to or reward for favouring them. Count 2 alleged a similar agreement in respect of salary from Property Estates Development Limited again for favouring Ellis (Kensington) Limited. Count 3 alleged a similar agreement on the 27th of January 1967 to receive a mator car from Property Estates Limited for favouring Ellis (Kensington) Limited. Count 4- alleged that Sporle corruptly solicited from one Culpin employment for Ellis (Kensington) Limited on account of Sporle favouring or forbearing to disfavour the said Culpin. Count 5 charged Sporle with agreeing on the 2nd September 1966 to receive £500 for his wife from Day as "an inducement to or reward for… promoting the interests of John Laing Construction Limited". Count 6 charged Day with corruptly offering the £500. Count 7 alleged that between the 31st October 1966 and the 29th April 1967 Sporle corruptly agreed to receive emoluments from employment by Andrews Weatherfoil for favouring them. On count 8 Andrews Weatherfoil were charged with corruptly offering Sporle the emoluments. Count 9 alleged that Sporle on the 28th of April 1967 corruptly solicited from one Harding employment for Andrews Weatherfoil upon a housing scheme of the Borough Council on account of Sporle favouring or forbearing to disfavour Harding's firm. In this Count Andrews Weatherfoil and their employee Green were charged with aiding and abetting Sporle. Count 10 alleged that Sporle between the 1st November 1965 and the 6th July 1967 agreed to receive emoluments from one T. D. Smith for favouring Fleet Press Services Limited.
Andrews Weatherfoil were found guilty on Count 8 but they and Green were acquitted on Count 9. Sporle was found guilty on all Counts except Count 3. Day was found guilty on Count 6.
T. D. Smith was granted a separate trial in respect of offering the emoluments referred to in Count 10. One J.C. Bianco was granted a separate trial in respect of a charge alleging that he corruptly solicited advantages for Sporle from Culpin in return for Sporle favouring Culpin. Both Smith and Bianco were subsequently acquitted by the Jury.
Andrews Weatherfoil were given leave to appeal against conviction on two ground, A2 and A3 of their notice of appeal, and seek leave to appeal after refusal on other grounds. Sporle seeks leave to sappeal against conviction in respect of Counts 1, 5, 7, 9 and 10 and Day seeks leave to appeal against his conviction, in each case after refusal by the Single Judge.
The Prosecution's case was that Sporle used his position on the Council to obtain sums of money in return for support in obtaining building contracts from the Council. The evidence showed, it was said, a systematic course of conduct to show favour where he had financial expectations and that when he acted in purported discharge of his duties to the Council he failed to disclose his interest. In this way it was sought to show that he acted intending to benefit his employers or their nominees without regard to the interest of the Council. Once his support for candidates for contracts from the Council was shown to be given with improper intentions or motives (it being too much of a coincidence that so often those he supported turned out to be his employers) there was material relevant to the question of the existence of an antecedent agreement to do so in return for benefits to himself which the evidence showed he received.
In this connection the fervour of his support for the cause of his employers was also relied upon. Thus it was said he was so determined to assist Ellis (Kensington) Limited that he even threatened Mr. Culpin - an independent architect appointed to carry out some of the Council's plans - with the possible loss of Council work unless Ellis (Kensington) Limited were given sub-contracts.
So too, in relation to Andrews Weatherfoil Limited, he made a similar threat to Mr. Harding. Both of these gentlemen refused to be coerced.
The grounds upon which Andrews Weatherfoil were given leave to appeal were: A2. Failure properly to direct on law as to the criminal responsibility of a limited liability company for the act of a servant. A3. Failure to deal with the correct factors that in law determine the question whether a criminal intention in an employee is also that of the company.
On examination these two grounds overlap for in the present case the offence was not an absolute statutory offence but involved criminal conduct and a guilty mind on the part, it was said, of the company's senior employees. The question therefore of the status and authority of the person or persons responsible was of great importance.
The Prosecution concedes and in the view of this Court rightly concedes that the learned Judge's direction was not adequate.
There were three people who were alleged by the Prosecution to have the status and authority to involve the company itself in criminal liability for corruption in connection with the offer of employment to Sporle as a reward for anticipated favours from him. Those three were Mr. Neuman, the managing director, Mr. Allen, a "technical director", and Mr. Williams, the manager of the or a housing division. That these three were concerned in the engagement of Sporle there is no doubt. The actual offer of employment was made by Mr. Neuman in a letter which Allen had some part in drafting. Whether or not it was one, two or all of these three who sought or were party to seeking favours for Andrews Weatherfoil from Sporle as a return for the offer of employment was, as is usually the case, a matter of inference from the evidence. The learned Judge directed the Jury as follows:- "If an act done by anyone who is in control of a company and who is in authority to perform an important act of that sort then that act of that person can be the act of the company itself." "… if an act is done by a responsible agent of a Company; if in the course of that act that agent commits an offence and he does it in the name of the company then the company is liable."
"… if an agent acts corruptly on behalf of the company the corruption of the agent is the corruption of the company. That is not an absolute rule it is a principle which depends on the circumstances of the offence." And again:- "… if one of these people, Williams or Allen or Neuman or any combination of them acting as a high executive of Andrews Weatherfoil indulges in the employment of a person to act corruptly to further the interests of the company of which that man is one of the executive directors the company is responsible and the company is guilty of a criminal offence."
On Counsel drawing the Judge's attention to the fact that Williams was not a director he continued:- "There is no magic in being a director. If you are the manager of the housing department or in any high executive position in such a way that you can recommend to your managing director that someone should be employed, as it is said Allen (sis:) recommended Sporle, in those circumstances the person who recommends it, who is in a high position, if you are satisfied that he did that in the name of the company and it was corrupt the company can be liable." And finally:- "That is a matter for you as to whether or not you are satisfied that that employment by Sporle was done with the approval and knowledge of a high executive of Andrews Weatherfoil acting as an agent of the company for the purpose of his employment to the knowledge of the executive or executives was corrupt."
It is not every "responsible agent" or "high executive" or "manager of the housing department" or "agent acting on behalf of a company" who can by his actions make the company criminally responsible. It is necessary to establish whether the natural person or persons in question have the status and authority which in law makes their acts in the matter under consideration the acts of the company so that the natural person is to be treated as the company itself. It is often a difficult question to decide whether or not the person concerned is in a sufficiently responsible position to involve the company in liability for the acts in question according to the law as laid down by the authorities. As Lord Reid said in Tesco Supermarkets...
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