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#Post#: 60687--------------------------------------------------
PO Box address invalidating a contract?
By: b789 Date: March 5, 2025, 5:56 am
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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:
[indent]• Offering a contract to motorists.
• Charging for parking.
• Enforcing charges and generating revenue from the
site.[/indent]
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:
[indent]• 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.[/indent]
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:
[indent]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.[/indent]
As a result, a valid contract cannot be formed with the driver,
and any Parking Charge Notice (invoice) is unenforceable.
Thoughts?
#Post#: 60692--------------------------------------------------
Re: PO Box address invalidating a contract?
By: Southpaw82 Date: March 5, 2025, 6:02 am
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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?
#Post#: 60725--------------------------------------------------
Re: PO Box address invalidating a contract?
By: b789 Date: March 5, 2025, 9:00 am
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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 shit his pants[/quote]
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.[/quote]
“Ex turpi causa non oritur actio” is the rabbit hole I’ve been
advised to explore.
#Post#: 60730--------------------------------------------------
Re: PO Box address invalidating a contract?
By: 666 Date: March 5, 2025, 9:13 am
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[quote author=b789 link=topic=5383.msg60725#msg60725
date=1741186814]
[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.[/quote]
[/quote]
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.
#Post#: 60741--------------------------------------------------
Re: PO Box address invalidating a contract?
By: b789 Date: March 5, 2025, 10:15 am
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[quote author=666 link=topic=5383.msg60730#msg60730
date=1741187636]
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.
[/quote]
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.
#Post#: 60742--------------------------------------------------
Re: PO Box address invalidating a contract?
By: DWMB2 Date: March 5, 2025, 10:16 am
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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.
#Post#: 60774--------------------------------------------------
Re: PO Box address invalidating a contract?
By: andy_foster Date: March 5, 2025, 11:45 am
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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,
#Post#: 60783--------------------------------------------------
Re: PO Box address invalidating a contract?
By: b789 Date: March 5, 2025, 12:15 pm
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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.
#Post#: 60795--------------------------------------------------
Re: PO Box address invalidating a contract?
By: Southpaw82 Date: March 5, 2025, 1:40 pm
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[quote author=b789 link=topic=5383.msg60783#msg60783
date=1741198532]
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.
[/quote]
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
🤷🏻‍♂️
#Post#: 60997--------------------------------------------------
Re: PO Box address invalidating a contract?
By: Dave Green Date: March 6, 2025, 1:42 pm
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[quote author=b789 link=topic=5383.msg60687#msg60687
date=1741175785]
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.[/quote]
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)
HTML 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.
[/quote]
And there are quite a few websites that appear to confirm this
(Here's one example):
HTML 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.)[/quote]
And this is backed up by a Gov website:
HTML 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.[/quote]
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.
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