Online Catering Ltd v Acton and Another: CA 10 Feb 2010

The claimant agreed for the defendant to repair its fleet of vehicles. The defendant, having fees outstanding, entered the claimants’ premises and removed vehicles saying falsely that they were to be repaired, and then refused to return them. The claimants said that they were not bound by the defendants terms saying that they had not been provided, and that a term allowing such removal of vehicles was void as unfair, and as an unregistered bill of sale. Leave to appeal was given on the last point.
Held: The appeal failed since the 1878 Act did not apply to companies. A contract would not become unenforceable as against a company under the Act only because the agreement had not been registered. This was not a bill of sale to which the Acts applied.

Lord Justice Ward, Lady Justice Smith and Lord Justice Rimer
[2010] EWCA Civ 58, [2010] 3 All ER 869, [2010] Bus LR 1257
Bailii, Times
Law of Distress Amendment Act 1888, Distress for Rent Rules 1988, Bills of Sale Act 1878 6 8
England and Wales
CitedRead v Joannon 1890
The court considered the application of the 1878 Act.
Held: Where there are a series of Acts dealing with a topic and with similar names, the words ‘this Act’ in expressions such as ‘in this Act’ or ‘under this Act’ must be construed to mean . .
CitedIn re Standard Manufacturing Co CA 1891
Company debentures were expressly excepted from the operation of the Bills of Sales Act (1878) Amendment Act 1882 by section 17 of that Act because they were debentures ‘issued by any mortgage, loan, or other incorporated company’. Nor were . .
CitedGreat Northern Railway Co v Cole Co-Operative Society 1896
A business created under the Industrial and Provident Societies Acts is not a company in any standard legal sense. Vaughan Williams J distinguished Standard Manufacturing on the basis that the Court of Appeal was not excluding companies generally . .
CitedClark v Balm, Hill and Co 1908
A company registered in Guernsey issued debentures creating floating charges over real and personal property in England. The court was asked whether the debentures ought to be deemed to be within the Bills of Sales Acts and so ought to have been . .
CitedN V Slavenburg’s Bank v Intercontinental Natural Resources Ltd ChD 1980
The Bermudan company defendant had assigned stocks as a security. The security was not registered, and nor did the company have any registration within the UK. It was not the practice of the Registrar of Companies to accept particulars of charges . .
CitedTrident International Limited v Barlow; Hughes and Goodman (the Joint Administrators of Hamley Plc and Jeffrey (Rogers) Imports Limited CA 30-Jul-1999
A contractual possessory lien, coupled with a right to sell and use the proceeds to discharge the customer’s outstanding indebtedness was not a floating charge because the company did not purport to have any right to exercise any right to take . .
CitedEx parte Parsons, In re: Townsend CA 1886
Parsons was to advance money to Townsend. As security he was to have the right to take immediate possession of the goods and sell them.
Held: As a licence to take possession of goods as between two private individuals, it fell within sections . .
CitedSmith (Administrator of Cosslett (Contractors) Limited) v Bridgend County Borough Council; In re Cosslett (Contractors) Ltd HL 8-Nov-2001
The standard building contract allowed a contractor to take plant and equipment from a site and sell it in payment of sums due under the contract, upon the other contractor becoming insolvent. It was said that this power amounted to a charge over . .

Lists of cited by and citing cases may be incomplete.

Contract, Company

Updated: 09 November 2021; Ref: scu.396716