Deed of Assignment Question

[The Tinkerman]

Hi All

does anyone know if a company is selling a debt and on the DOA where it states: Director. followed by their signature if you can prove that the person whom signed as the director WAS NOT A DIRECTOR AT THE TIME

Does this make a difference to the selling of the debt or can anyone within the company sign a DOA to sell on a debt.

In a nutshell is the DOA therefore valid or not!

Answers Please.

[charitynjw]

Re: Deed of Assignment Question

Hi Tinkerman

I'm no expert, but I believe that a misrepresentation has no effect unless it is material. [McDowell v Fraser (1779)]
Unless there was a fraud committed, or it forms part of the basis of the contract, it probably would not affect the main contract.
But that's just my take on it!

[The Tinkerman]

Re: Deed of Assignment Question

The contract was for a few million quid and on the DOA it stated:

Director. then the signature

So surely if it stated on the DOA (Director) then only a director should have signed it as it is a legally binding document otherwise could be the cleaner for all we know,and if some other person had the right to sign it then surely it would have to state there position within that company?

[charitynjw]

Re: Deed of Assignment Question

IMO the question is one of 'capacity', & possible ultra vires
Did the person who signed have lawful permission to sign?
Does the company rules state that only a director can sign?
A reasonable place to start would be the company's memorandum.