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F E Smith
F E Smith, Advocate
Category: Law
Satisfied Customers: 10401
Experience:  I have been practising for 30 years.
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I have a Promissory Estoppel question. I have a solicitor

Customer Question

I have a Promissory Estoppel question. I have a solicitor witnessed promissory estoppel note for a loan I advanced to someone. Although they have a Ltd co, I made the note in the persons full name as opposed to his Ltd co name. The signature was only in his personal name without any reference to his company position, ie, director. The only reference to his company was a reference to the company address next to his name. I included this as this was a loan for business purposes. Because I only ever dealt with him as an individual, I wanted him to be personally liable for re paying the loan.I have done some on line research and it seems to be the case that unless the note is ENTIRELY made out to the company, he is liable as an individual for the repayment. I believe he might try and default on the repayment by saying it was a loan to a company which has now been dissolved. For information, the loan was paid into his personal account which he purported to show was his business account.I would appreciate your legal view and in particular references to any cases.ThanksMark
Submitted: 1 year ago.
Category: Law
Customer: replied 1 year ago.
Sorry, this is a Promissory Note document
Expert:  F E Smith replied 1 year ago.

Why do you not use his personal address book the business address? I appreciate it may have been for business purposes obviously, he doesn’t live at the company address.

How much money is involved here?

Customer: replied 1 year ago.
Without going into too much detail, I wanted to tie him down as an individual to the loan as he was a one man Ltd company. Hence my including his name and business address. My understanding is from my own research is that unless he makes it clear in the document that this loan is entirely for business purposes, i.e. It is either in the company name or he signs it in his capacity of Director (and its certified as such) then I can take action against him personally if he tries to evade his liability by dissolving the company, which he has done. For info, I am a qualified Barrister but don't practice. I was hoping for some clarity around these points with a reference to cases etc. This matter is going to trial separately on a fraud matter but I might still be in a situation where I need to seek redress in the civil courts if the judge makes no order or he's found not guilty. I did actually include the company name next to his name at the top of the document.
Expert:  F E Smith replied 1 year ago.

These kind of matters are decided (in it gets to court) “on the balance of probabilities” and hence, court only has to believe 1% more, that this was meant to be a personal liability, your claim to get the money from the individual would succeed.

Based upon what you told me, I think that he is unlikely to escape liability for this.

Can I clarify anything for you?

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The thread remains open. We can still exchange emails.

Best wishes.