Derek Hodd Limited v Climate Change Capital Limited [2013] EWHC 1665 (Ch)

The facts of this case are not relevant, but there are two points of interest.

  • In a letter of engagement, a dormant member of the client's group was named. It appears that the provider of services, DH, made a mistake and that no-one at the client, CCC, said anything. The Judge (Mr Justice Henderson) considered that, as a matter of construction, the parties intended the contracting party to be the main operating company of CCC and it corrected the error. The judge also said that he would have been prepared to rectify the agreement.
  • The point arose as to whether Section 4 of the Business Names Act 1985 (which requires the corporate name to be stated in legible characters on all business letters etc) was complied with where the letter of engagement contained no statement as to the name and address of the supplier on the face of the letter. Instead, the name and address were stated at the foot of terms and conditions on the reverse of the document. In the Judge's view, that complied with Section 4. Because there was no express requirement in the Act that details should be stated on the front or first page of a business letter, and since breach of the requirement gave rise to criminal liability, it would be wrong to imply any such requirement. Once it was accepted that the terms and conditions page formed part of the letter of engagement - which they did, it followed that the details were stated "on" the letter. The Judge declined to opine whether incorporation by reference would suffice.

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