Can an invalid deed be enforced as a contract?

The High Court has held that a defective deed may be enforced as a simple contract, so long as the document is valid as a contract and it is not a matter for which a deed is required.

Signature Living Hotel Ltd v Sulyok [2020] EWHC 257 (Ch) involved two guarantees, which while they had been intended to be executed as deeds, had not been witnessed and therefore failed to comply with the requirements of s.44(2)(b) of the Companies Act 2006.

HHJ Hodge QC found that the guarantees were properly enforceable as contracts, as they satisfied the requirements of s.43(1)(b) of the Companies Act (being made by a person acting under the company’s express or implied authority) and were sufficiently supported by consideration.

A copy of the judgment can be found here.