Whether service of a claim form at the UK branch of a foreign company is valid even though claim is not against the UK branch
http://www.bailii.org/ew/cases/EWHC/Comm/2014/3612.html
The Companies Act 2006 requires (broadly) that an overseas company register certain particulars for any branch which it establishes in the UK, including the details of a person resident in the UK who is authorised to accept service of documents on behalf of the company (sections 1046 and 1056). In this case, a Korean company established a branch in the UK and gave a London address as the registered address for Mr Kang (the UK resident authorised to accept service). Following a dispute, the claimant served the Korean company at this London address. The Korean company argued that this was not valid service under the Companies Act.
Section 1139(2) of the Companies Act provides that an overseas company which has registered the particulars of a UK branch may be served by leaving or posting the claim form to the registered address of any person resident in the UK who is “authorised to accept service of documents on the company’s behalf” (section 1139(2)(a)). The Korean company sought to argue that Mr Kang was only authorised to accept service of documents relating to a claim against the branch and not the company. That argument was rejected by Hamblen J. An overseas company is required to give particulars of a person who – in respect of the UK branch – is authorised to accept service on behalf of the company.
If that decision was wrong, Hamblen J also considered whether there had been good service under section 1139(2) (b): service may be made by leaving or posting the claim form to “any place of business of the company in the UK” (this wording is repeated in CPR r6.9(2)para 7). The Korean company argued that the UK branch was in the process of being set up as a liaison office it at the time of service and was not yet operational and no business was being carried out there at the relevant time. That argument was rejected by Hamblen J: “In my judgment, registering a UK establishment involves opening that establishment as a place of business in the UK”. A UK establishment must already be opened in order for it to be required to register and so by registering the UK establishment, the Korean company had confirmed that it was a place of business within the UK. There was no need for business activities to be carried out there. In any event, on the facts, he found that the Korean company was carrying out business there: the London address was identified on the company’s website “to facilitate contact for anyone wishing to get in touch” with the company and this office entered into contractual arrangements relating to its activities here, eg opening a bank account and agreeing to take over a lease of the office (“these are business activities”).
