Legal updates: invalid execution of deeds when director does not sign

Sophie Brookes and Debbie Shaw examine rulings on invalid execution of deeds in South Bank Hotel case when PA signs contract for director, use of estoppel to overrule £28m assignment of debt in liquidated private equity firm Abraaj and fine for interim CFO for insider trading AIM shares

When paperwork goes wrong: execution on behalf of director invalidates deeds

In South Bank Hotel Management Company Ltd v Galliard Hotels Ltd [2026] EWCA Civ 56 the Court of Appeal served an important reminder of the strict formalities required for the execution of deeds by companies.

The case highlights how apparently routine informal practices - a personal assistant signing on a director's behalf - can unravel major commercial arrangements many years later.

Execution by a company

The Companies Act 2006 (the Act) sets out the three ways in which a company can validly execute a deed document, namely:

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