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Senior Partner
Senior Partner, Solicitor
Category: Law
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Experience:  Solicitor with more than 30 years experience
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This is a contract law question. As Director of a now-liquidated

Customer Question

This is a contract law question. As Director of a now-liquidated / dissolved company, I signed a contract on behalf of the company and have been found by a Small Claims Court Judge (during a Set-Aside application hearing) to now be personally liable. Is that correct? Let me explain:

For example purposes, my limited company's name was Bloggs Limited, but it was known as Bloggs Limited trading as Joe Bloggs & Company. I signed the contract in my own personal name, Joe Bloggs. Next to my name, in the 'Position' box I wrote 'Director'. However, it was also down to me to fill in the 'Company Name' box and in here I merely wrote Joe Bloggs & Company. I should have of course written Bloggs Limited. And that's why I was found to be personally liable. This is despite, prior to default, all contractual payments being made from the limited company's bank account.

Just to add: The CCJ was issued a couple of weeks before the limited company was placed into liquidated. The above-mentioned debt was included as one of the creditors to whom the liquidator contacted. That creditor made no reply. A couple of weeks after the liquidation was complete, I noticed the CCJ was in my own personal name, at the company's old trading address (I, personally, have an A1 credit rating). I then made a Set Aside application, asking the court to put the CCJ in the limited company's name. This failed. Based on the above facts, is there any scope to now appeal against that decision?
Submitted: 3 years ago.
Category: Law
Expert:  Senior Partner replied 3 years ago.
Hi Thanks for your question. I am afraid that by incorrectly filling the details without showing limited or disclosing that it was a limited liability company you are in breach of the requirements of the companies act and rendered yourself personally liable as the signatory. I am sorry to give you the bad news but any appeal would fail.

The contract would incidentally not be enforceable by the company either .

Customer: replied 3 years ago.

OK. Thank you for your answer. I just wanted a / your second opinion before I paid the Judgment, personally. I guess it's just a case of live and learn. Regards, Matt.

Expert:  Senior Partner replied 3 years ago.
Hi Matt yes sorry not to be able to help. You should also know for future reference that it is a criminal offence albeit not a serious one not to disclose the full and correct name of a company or business under the companies act.

Good luck for the future.

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