SP Holding Tractor Hire Ltd v CVS (Commercial Valuers & Surveyors) Ltd [2015] EWHC 3838 (Ch)

[2015] EWHC 3838 (Ch)Case No 8443 of 2015IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONVenue BIRMINGHAM DISTRIT REGISTRYPriory Courts33 Bull StreetVenue Birmingham B4 6DSDate Tuesday, 1 st December 2015
Before
HIS HONOUR JUDGE PURLE QC___________________
Between
S P HOLDING TRACTOR HIRE LIMITEDApplicant-v-
Between
CVS (COMMERCIAL VALUERS & SURVEYORS) LIMTIEDRespondent___________________Transcribed from the Official Recording byAVR Transcription LtdTurton Suite, Paragon Business Park, Chorley New Road, Horwich, Bolton, BL6 6HGTelephone: 01204 693645 - Fax 01204 693669___________________Counsel for Applicant: MR. AMIT GUPTA (instructed by FBC Manby Bowdler LLP)Counsel for Respondent: MISS EMMA HARGREAVES (instructed by Pinsent Masons LLP)___________________JUDGMENT
[1]THE JUDGE: This is an application to restrain the presentation of a winding up petition based upon a statutory demand which has been served by CVS (Commercial Valuers & Surveyors) Limited (“CVS”) on S P Holding Tractor Hire Limited (“the company”) alleging indebtedness under what is called a rating agreement dated 15th January 2015. The demand is said to be made against the company as “the business rates payer” for certain premises. In fact, the company is a member of a group and on the rating documents it appears that S P Holding Group Limited is the person who is identified at the rating authority as the rate payer, not S P Holding Tractor Hire Limited, which is the company before me and whose number is 4269243.[2]The amounts claimed are a commission of 50% of savings in rates, which on the evidence has been achieved, leaving a debt, together with contractual interest, of £89,441.80 at the time of the statutory demand. The rating agreement itself was entered into by a Mr Stephen Holding, as director, and is expressed to be an agreement made on behalf of a limited company. The registered name is described as follows:
“S P Holding Tractor Hire 4269243.”
The word “limited” is omitted but as the box “a limited company” is ticked and as the company number is given it is clear, as is conceded, that the contracting party is the company.[3]On the same page the rating agreement provides as follows:
“CVS will charge a fee for their service, the fee being nil for the survey and valuation and a commission of 50% of any savings in rates payable however achieved up to and including the year of settlement, and thereafter for each succeeding year until the end of the Rating Period or which are achieved in relation to any preceding or succeeding Rating List as a direct result of CVS action.”
I need not read any further. An invoice was submitted in August of this year in respect of savings to date and it has not been paid.[4]That section that I have just read from is separately signed by Mr Holding, as is an instruction to proceed which reads as follows, “I hereby confirm that I instruct CVS to act exclusively on behalf of me/the company by providing the following service/s for the sites indicated by me on this Agreement…” and then he specifies as the services the proposals to alter the Rating Lists for 2010 and 2017. Mr Holding then prints his name and signs again, stating himself to sign in his position as director. As that all appears on the same page as the opening passage in which Mr Holding expresses himself as acting on behalf of “S P Holding Tractor Hire 4269243”, it follows that Mr Holding is contracting on behalf of the company.[5]It is said that as S P Holding Group Limited is the rate payer, at least in the eyes of the rating authority, then the company itself has effected no savings and nothing is payable. It seems to me that that is a nonsense of an argument. Even Mr Gupta was inclined to describe it as uncommercial. He says that CVS cannot succeed without rectification. He says that because he moves to another part of the same agreement which is headed, “Rating Services, Fee Structure and Letter of Authorisation” which sets out an example of the fee structure and, most significantly, is said to be in respect of “S P Holding Client/Business name.” That is signed on the same day as the rest of the rating agreement. It is said that it is wholly unclear who S P Holding is; in fact, there is no entity known as S P Holding.[6]One has to look at the agreement as a whole and for greater specificity one goes to the client details at the beginning which not only names the company as S P Holding Tractor Hire but gives its company number. I have no doubt, as is indeed conceded, that the company is the contracting party. I also have no doubt that it is liable to pay the agreed fees in respect of any rates savings. It is not part of the agreement that the rate savings have to be made by the company. It is merely said that rates have to be saved. They were. They were saved, as it happens, by a company in the same group as the company.[7]It is a matter of interest, but not decisive, that in its discussions with the council in 2014 Tracey Holding, the wife of Stephen Holding, tried to persuade the council that the rate payer was S P Holding Group, again a non-existent entity. It is also noteworthy that arrears were paid from an account in the name of S P Holding Tractor Hire Limited; that is to say the company making today’s application. Interesting though that is, I rest my decision in this case upon the plain words of the rating agreement alone. There is no realistic chance of the company establishing anything remotely approaching a substantial dispute in relation to liability under that agreement.[8]In those circumstances the application to restrain presentation or advertisement must be dismissed and I do so. (End of Judgment)