Carlton Vale Limited v Adam Jason Gapper
Decision date: 10 July 2023
Neutral citation: [2023] UKUT 141 (LC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This appeal concerned removal of a Land Registry restriction said to arise from a 2015 Payment Agreement the appellant company denied signing. The Tribunal held the company bound by the Agreement despite a forged director’s signature on estoppel/ostensible-authority grounds and that a later charge constituted a "disposal" triggering the £90,000 payment; the Upper Tribunal upheld those findings but held clause 6.4 required removal of the restriction after five years and directed cancellation of the restriction. The appeal was allowed in part: the restriction is to be removed, while the FTT’s findings that the company was bound and that the charge was a Disposal were upheld.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: medium
The decision supports that a company can be bound by a purported corporate document where its agents/solicitors have by representation and holding-out created ostensible authority and an estoppel prevents the company from denying the document’s validity, even where a signature is forged. The judgment also indicates that s.44(5) of the Land Registration Act should not be interpreted as automatically deeming forged corporate signatures valid in favour of purchasers where that would displace established common-law principles or produce an unjust result.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: medium
The judge treated prior authority (notably Davis J in Lovett) on the scope of s.44(5) as not conclusive and considered that resort to ostensible authority and estoppel is a fairer means than a blanket statutory deeming to determine when a company should be bound by forged documents; these remarks were expressed as commentary rather than necessary holdings.