Free Traffic Legal Advice

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:


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:


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:


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

Thoughts?

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:

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:

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.

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.

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,

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 🤷🏻‍♂️

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.

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.