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Where the party is a corporation or a partnership
Where, however, the party is not an individual but a corporation, a question arises as
to who may sign on its behalf. One aspect of this question raises the usual corporate
law issues as to who is authorized to act on the corporation's behalf, for example, as to
whether board authorization is required in the case of a company. The rules of court
are not concerned with such issues and proceed on the assumption that the person
signing is duly authorized to do so. However, the rules are concerned to establish the
level or class of officer or employee who, from the court's viewpoint, would be
considered appropriate for the purposes of verifying the corporation's pleadings.
Under the CPR, guidance is given in the practice direction as follows :-
"Where a document is to be verified on behalf of a company or other corporation, subject to
paragraph 3.7 below, the statement of truth must be signed by a person holding a senior
position in the company or corporation. That person must state the office or position he
holds."
It goes on to identify as persons "holding a senior position" the following :-
"(1)
in respect of a registered company or corporation, a director, the treasurer, secretary,
chief executive, manager or other officer of the company or corporation, and
(2)
in respect of a corporation which is not a registered company, in addition to those
persons set out in (1), the mayor, chairman, president or town clerk or other similar
officer of the corporation."
Whether a signatory holding a particular position qualifies, for example, as "manager"
of a company, is to be approached pragmatically and in the light of his realistic ability
to confirm the accuracy of the allegations made.
In relation to partnerships, the guidance given by 22PD3.6 is as follows :-
"Where the document is to be verified on behalf of a partnership, those who may sign the
statement of truth are;
(1)
any of the partners, or
(2)
a person having the control or management of the partnership business."
Notes
See the discussion of companies and in-house legal representatives in 22PD3.11.
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