In the recent case of Brouwer v Anstey  EWHC 144 (Ch), the Court confirmed that where a director or secretary of an English company has registered at Companies House a service address in England, Court documents may be served at that address.
Why was this important?
In circumstances where a defendant resides outside the jurisdiction, has failed to provide an address for service or whose whereabouts are simply unknown, claimants are often required to incur additional costs and suffer undue delay in seeking the Court’s permission to serve by an alternative method. In certain cases, they are prevented from bringing a claim at all.
The Court Rules provide that where an individual has failed to provide an address in England for service, Court proceedings must be served at his last known residential address. Reasonable steps need to be taken to ascertain that address. In many cases, such investigations are fruitless, and the claimant has little option but to make an application to Court for permission to serve at an alternative address or by an alternative method, which generally causes additional delay, expense and uncertainty.
Section 1140 of the Companies Act 2006 provides that a director or secretary may be served documents at their that person’s registered address. However, previously, there was some uncertainty as to whether this provision extended to documents that were unrelated to the company or directorship itself, and as to whether the address had to be residential.
What did the Court decide?
Fortunately, the Court has now confirmed that the Act allows a director of a company to be served at an address in England registered at Companies House, whether or not the matter is in connection with that directorship or company, and whether or not it is a residential address.
The Court held that such officers have submitted to the jurisdiction of the English Courts, and that the usual provisions concerning the service of documents outside the jurisdiction can therefore be bypassed.
It is not open to a director to say that that they did not receive documents served at the registered address. Documents are deemed by the Court to have been received if they are served there.
How will this affect Court proceedings in the future?
This is a very helpful development for claimants against directors of UK companies who reside outside the jurisdiction but have UK service addresses listed at Companies House. Now many claimants can avoid the cost and inconvenience of applications to Court for permission to serve by an alternative method or outside the jurisdiction. Claimants will no longer be prevented from or delayed in bringing claims against individuals purely as a result of having no personal contact details for that person. The decision is bound to significantly reduce the number of applications to Court, and therefore the burden on the already overloaded Courts.
This is a pragmatic and logical decision that clarifies the position with regard to the validity of the service of documents at a director’s registered address. It is likely to be welcomed by all those involved in disputes against defendants whose residential address is unknown or outside the jurisdiction, or where there are other logistical difficulties in serving documents.
How will this affect directors who reside outside the jurisdiction?
The case also serves as a warning to foreign directors or secretaries who do not regularly check post received at their registered address. Those directors will be deemed to have received such documents even if they have not been physically seen. It is therefore crucial that foreign directors ensure their post at their registered address is regularly checked and brought to their attention.
If a foreign director is unwilling to submit to the jurisdiction of the English courts, they should ensure that they give a legitimate foreign address where they will be able to receive documents.
Hibberts LLP can advise you in more detail as to the above, or as to any other issue regarding commercial and civil disputes. Please contact Lisa Rivers or any member of the litigation team on 01270 624225.