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Live cases legal advice => Non-motoring legal advice => Topic started by: b789 on March 05, 2025, 11:56:25 am


Title: Re: PO Box address invalidating a contract?
Post by: andy_foster on March 10, 2025, 08:59:12 pm
Many would consider that the fact that the provision which does not support the argument has been moved from one set of Regulations to another set of Regulations, without any material changes, and which still does not support the argument, is not the obvious point.
Title: Re: PO Box address invalidating a contract?
Post by: dannyno on March 10, 2025, 08:11:22 pm
I'm a bit surprised that nobody has yet made the obvious point that all these citations to the The Companies (Trading Disclosures) Regulations 2008, are to the Regulations as they were originally made.

But the regulations have in fact since been revoked, as it plainly states if you click on the "latest available" link.

They were revoked by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

https://www.legislation.gov.uk/uksi/2015/17/contents

So what you apparently need to be looking at is part 6 of those regulations.

https://www.legislation.gov.uk/uksi/2015/17/part/6

The requirement to display its registered name at "any such location at which it carries on on business" is still there(22.2).

But there is no requirement stated to display an address.  But then nor was there any such requirement in the previous regulations either.

That leaves the question of whether there is any requirement to have a registered office address on a contract or invitation to contract such as a car park sign.   What's interesting is the list of occasions where a registered name is required to be displayed is lengthy, but the list for an address is limited to business letters, order forms, and websites.  And doesn't include "invoices and other demands for payment" as the list for registered name does.
Title: Re: PO Box address invalidating a contract?
Post by: b789 on March 07, 2025, 08:12:56 pm
If you ever receive a PCN from Britannia Parking, it does not identify which Britannia Parking you are dealing with as there are at least four companies in the Britannia Parking group, each a separate registered company. It does not even mention the word "creditor" as required under PoFA. It only says that "we have the right to recover any unpaid part... blah blah".

Does this matter?

The only mention of the registered company is as follows:

www.britannia-parking.co.uk
Registered in England No. 08182990
Registered office: County Gates House, 7th Floor, 300 Poole Road, Poole, RH19 187
Britannia Parking is a registered Trading Name of Britannia Parking Group Limited and any of its wholly owned subsidiaries

So, it is not clear who the actual creditor is and could be any one of at least four registered companies:

BRITANNIA PARKING LIMITED
BRITANNIA PARKING GROUP LIMITED
BRITANNIA PARKING SERVICES LIMITED
BRITANNIA PARKING TRANSPORT SERVICES LTD
Title: Re: PO Box address invalidating a contract?
Post by: PallasAthena on March 07, 2025, 07:57:02 pm
Is there a requirement in English contract law that a contract requires an address to be included at all to give the contract validity? I don't know the answer but I have never seen that stated in any legal text book about contract law. The identity of the parties needs to be clear but if it is a registered company using their correct registered name their identity surely will be clear as there can only be one company registered with that name.
Title: Re: PO Box address invalidating a contract?
Post by: Dave Green on March 06, 2025, 07:42:03 pm
Quote from: b789 on March 05, 2025, 11:56:25 am
The Companies (Trading Disclosures) Regulations 2008, made under the Companies Act 2006, state that a company must display its registered name and address at any place where it carries on business.
I've had a quick look at the regulations you refer to and couldn't find anything that states their address must be shown at places of business, only that their registered name need to be on display. (But I may have missed the relevant part)


https://www.legislation.gov.uk/uksi/2008/495/regulation/4/made


Quote
Requirement to display registered name at other business locations
4.—(1) This regulation applies to a location other than a company’s registered office or any inspection place.


(2) A company shall display its registered name at any such location at which it carries on business.
And there are quite a few websites that appear to confirm this (Here's one example):
https://shift-works.co.uk/where-should-you-display-your-registered-office-details/#:~:text=The%20office%20address%20has%20to,your%20records%20can%20be%20updated.

Quote
Displaying your address –
you must display a sign that’s easily visible to visitors, showing your company name at your registered company address and every premises from which your business operates. (Exception: If the address is primarily used for living accommodation you do not need to display a sign there.)

And this is backed up by a Gov website:
https://www.gov.uk/running-a-limited-company/signs-stationery-and-promotional-material
Quote
Signs
You must display a sign showing your company name at your registered company address and wherever your business operates. If you’re running your business from home, you do not need to display a sign there.

So, it looks like their registered name and address must be shown at their registered office but at other places of business, their registered name alone is sufficient.
Title: Re: PO Box address invalidating a contract?
Post by: Southpaw82 on March 05, 2025, 07:40:48 pm
Quote from: b789 on March 05, 2025, 06:15:32 pm
The issue is whether any of these arguments have actually been made in court? Even then, if successful, are not even persuasive, unless successfully appealed.

Many times, although not on the specific facts you put forward. As a rule of thumb, if the subject matter of the contract is illegal then the contract can be void for illegality. However, if the contract is for a lawful purpose but there is some illegality involved in its performance then it generally won’t be void for illegality. I suspect your scenario is much closer to the latter than the former.

I would not crap myself sitting on such as case 🤷🏻‍♂️
Title: Re: PO Box address invalidating a contract?
Post by: b789 on March 05, 2025, 06:15:32 pm
The issue is whether any of these arguments have actually been made in court? Even then, if successful, are not even persuasive, unless successfully appealed.
Title: Re: PO Box address invalidating a contract?
Post by: andy_foster on March 05, 2025, 05:45:03 pm
A previous purported silver bullet negating any purported contract was lack of planning permission. That fell as flat as this will.

A contract that is for something fundamentally unlawful or offensive to public standards of decency will likely fall foul of ex turpi. What is basically a technicality with negligible bearing on the subject matter of the putative contract, will not,
Title: Re: PO Box address invalidating a contract?
Post by: DWMB2 on March 05, 2025, 04:16:43 pm
I'll leave the legal analysis to our more learned colleagues such as Southpaw82, but my first pragmatic thought is that I'd be reluctant to suggest an OP uses it as a defence without another "tried and tested" argument to run alongside it, unless they have been made well aware that it is as yet untried, and they're happy to proceed on that basis and accept the associated risk of failure.

Suggesting novel/"imaginative" arguments is obviously fine, but we should be transparent about how well-trodden any routes of appeal/Defence are.
Title: Re: PO Box address invalidating a contract?
Post by: b789 on March 05, 2025, 04:15:16 pm
Quote from: 666 on March 05, 2025, 03:13:56 pm

Are you suggesting that no-one caught speeding should be able to offer a contract?

Anyway, I suspect your legal friend was using  "imaginative" in the way that Sir Humphrey would.

Where have I suggested anything of the sort? The regulation itself clearly states that an "offence" is committed.

My "legal friend" is a very long serving District Judge, so I respect their opinion.

At this stage, the argument of ex turpi causa non oritur actio applies as long as I can convince a POPLA assessor that because Premier Park’s signage is unlawful, then the contract never existed in the first place, meaning the PCN is entirely invalid.

Should it ever get as far as a court hearing then I can also use the principle of ex turpe causa non oritur damnum because they cannot claim a financial loss that arises from their own wrongdoing.
Title: Re: PO Box address invalidating a contract?
Post by: 666 on March 05, 2025, 03:13:56 pm
Quote from: b789 on March 05, 2025, 03:00:14 pm


Quote
Well, it is a fact that it is a criminal offence not to display the registered address anywhere a company does business. Therefore, the finer detail is whether having committed a criminal offence, the party has any right to offer a contract in the first place.



That is rather sweeping. Are you suggesting that no-one caught speeding should be able to offer a contract?

Anyway, I suspect your legal friend was using  "imaginative" in the way that Sir Humphrey would.
Title: Re: PO Box address invalidating a contract?
Post by: b789 on March 05, 2025, 03:00:14 pm
I would argue that a contract cannot be formed if it does not contain a lawfully required registered address.
Failing to comply with The Companies (Trading Disclosures) Regulations 2008 is an unlawful act.
It is a criminal offence under Regulation 10 of the Companies (Trading Disclosures) Regulations 2008.

Regulation 10 states:

“If a company fails, without reasonable excuse, to comply with any requirement of these Regulations, an offence is committed by the company and every officer of the company who is in default.”
Whilst this does not automatically invalidate the contract, a contract must be legally and transparently formed. Surely it raises serious doubts about whether a valid contract was properly formed.
Failing to include the registered office address is a criminal offence, meaning the company has acted unlawfully. Therefore, was a valid contract properly formed?

The answer given by my judicial adviser (a district judge) was:

Quote
Well, that’s a very imaginative argument! It encompasses all sorts of aspects of contract law.
To be honest, I have no idea whether you’re right or wrong.

It would be brilliant if you could plead that argument in the defence. Any district judge who tried the case, on seeing that argument pleaded, would **** his pants

I kid you not!

My response:

Quote
Well, it is a fact that it is a criminal offence not to display the registered address anywhere a company does business. Therefore, the finer detail is whether having committed a criminal offence, the party has any right to offer a contract in the first place.

“Ex turpi causa non oritur actio” is the rabbit hole I’ve been advised to explore.
Title: Re: PO Box address invalidating a contract?
Post by: Southpaw82 on March 05, 2025, 12:02:56 pm
Ignoring the rest for a moment, what is the law/logic behind your conclusion that because of these (alleged) breaches no contract can be formed?
Title: PO Box address invalidating a contract?
Post by: b789 on March 05, 2025, 11:56:25 am
Looking for some input on a question of contract validity from anyone with any legal training or experience. Whilst this is in relation to a private parking issue already under discussion elsewhere, I was hoping to see if there was any consensus on my argument points over the core issue of whether a valid contract cannot be formed by signage that does not comply with lawful requirements.

I am seeking judicial advice privately, but I thought I’d throw this question into the ring as I know there are a few forum members who are fairly well informed about contractual issues.

This refers to one specific company, but I know there are others with the same issue:

1. A contractual sign in a private car park should be treated as a business document (even if not explicitly listed in the Companies Act), as it sets financial terms and imposes liabilities, similar to an invoice or demand for payment.

2. Premier Park (the operator) is conducting business at the location, meaning they must comply with legal requirements to display their registered office address at the site—but they fail to do so, instead providing only a PO Box on all their signage, which is not legally sufficient.

I am trying to strengthen any argument with a two pronged approach:

1. The Car Park is a Place of Business – Legal Requirement to Display the Registered Office Address

The Companies (Trading Disclosures) Regulations 2008, made under the Companies Act 2006, state that a company must display its registered name and address at any place where it carries on business.

The requirement is not limited to offices—it applies to any commercial location where the company operates. Premier Park conducts business at car parks by:

• Offering a contract to motorists.

• Charging for parking.

• Enforcing charges and generating revenue from the site.

Since they are operating a commercial service at these locations, they are legally required to display their registered office address—but they fail to do so.

2. The Contractual Signage is Functionally a Business Document and Fails Disclosure Standards

While contractual signs are not explicitly listed as "business documents" under the Companies Act, they:

• Communicate terms that impose financial liability on consumers.

• Are the foundation of a demand for payment (PCNs issued as a result of signage).

• Perform the same function as a demand for payment, invoice, or contractual agreement.

If a business letter or invoice must display a registered office address, then contractual signage that creates a financial obligation should meet the same standard.

By failing to disclose their registered office address and instead using only a PO Box, Premier Park's signage does not meet the legal standard of transparency required for contractual terms.

Conclusion: No Legally Enforceable Contract Can Be Formed

Since Premier Park does not display its registered office address anywhere on its signage, they are in breach of disclosure laws on two counts:

1. They are conducting business at the locations but failing to display their registered address as required.

2. Their signage is the foundation of a financial contract but does not provide the required business disclosure details.

As a result, a valid contract cannot be formed with the driver, and any Parking Charge Notice (invoice) is unenforceable.

Thoughts?