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TMI Blog1954 (10) TMI 29X X X X Extracts X X X X X X X X Extracts X X X X ..... a place of business being 36 Grosvenor Street. The second question arises in this way: admittedly, the allegation that the American company had established a place of business at 36 Grosvenor Street depends entirely on the duties assigned to the plaintiff as director of the company for the sterling area, and the activities which he pursued as the holder of that office at 36 Grosvenor Street. He resigned that office on February 1, 1953. Thereafter nothing was going on at 36 Grosvenor Street, and there were no physical indications at that address, on the strength of which it could be claimed that it was a place of business established by the American company. The second question, therefore, is whether, even if the plaintiff were to succeed in showing that the company had at any time established a place of business at 36 Grosvenor Street, the service relied on could be good, inasmuch as, admittedly, 36 Grosvenor Street had ceased to be a place of business established by the company before the date on which the writ was served. [His Lordship considered the evidence pertinent to the question whether the American company had at any time established a place of business in Great Britain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s within Great Britain at the commencement of this Act." A distinction is there indicated between companies which establish a place of business within Great Britain after the commencement of the Act and companies which have established a place of business within Great Britain before such commencement, in that the latter, in order to come within section 406, must continue to have an established place of business within Great Britain at such commencement. That throws some light on the construction of section 412, for it does not seem to accord with the view that, for the purposes of that section, once a company has established a place of business it must always remain a place of business established by the company. Apart from that indication, the grammatical meaning of the language of section 412, "by leaving it at or sending it by post to any place of business established by the company in Great Britain," to my mind requires that the place of service should be a place which is then established at the time of the service as a place of business of the company. The other construction would lead to somewhat absurd results. A company might establish a place of business, carry on busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a person authorized to accept service; and it was held that service on that person was good, even if the company had ceased to carry on business in the United Kingdom before the date on which such service was effected. The conclusion reached by Clauson J. is thus stated in the head-note. " Held, (1) that upon the evidence, the defendant company, at the date of the service of the writ upon A. [The managing director of the defendant company] had a place of business within the United Kingdom, within the meaning of section 274 of the Companies (Consolidation) Act, 1908, and that service upon A. was effective service upon the company; and (2)" and this is the material part of the case "that, even if the company had not at the date aforesaid a place of business within the United Kingdom, yet upon the true construction of the section and applying the principles of the decision in Employers' Liability Insurance Corporation v. Sedgwick, Collins Co. [1927] AC 95; 42 TLR 749 such service was effective service upon the company." In my view, the second decision in Sabatier s case ( supra ) has no application to the present case. Where, in compliance with section 407 or its prede ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess, even if the company had ceased actually to carry on business there. But this is not a case of that sort, and, in my view, it cannot be said that, at the time when service was effected at 36 Grosvenor Street, that that was a place of business established by the American company. I have not referred to the various authorities quoted to us in the course of the argument on the first question. Those authorities show that the question whether a place of business has been established here or not is a question of fact to be determined on the evidence in each particular case, and on the evidence here the establishing of a. place of business was not, in my view, made out. On the second question also, I feel obliged to differ from Vaisey J. and to hold that, even if I am wrong on the first question, the service effected at 36 Grosvenor Street was not good service under section 412. For these reasons I would allow this appeal, and direct that an order should be made setting aside the service of the writ in this action. Hodson L.J. I agree with the judgment which my Lord has delivered on both questions raised on this appeal, and although we are differing from the judgment of the judg ..... X X X X Extracts X X X X X X X X Extracts X X X X
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