(2 min read)
In the recent High Court case of Ballard v Buzzard, a judge has ordered rectification of a signature block in a scheme amendment document where an individual who needed to sign as trustee in order for the amendment to be valid had signed in a signature block which said he was signing on behalf of the scheme's principal employer. This case appears to be the first reported instance of a court ordering rectification of a signature block to a document. It is also noteworthy that the judge found it unsurprising that the final signed version of the document could not be found 23 years on, and made a finding of fact that it did in fact exist. Due to the long periods over which pension schemes operate, it's not uncommon for issues with signature formalities to come to light years after the event, or for important scheme documents to be lost. This case is therefore likely to be of interest to pension scheme trustees and others involved in pension scheme administration.
In the recent High Court case of Ballard v Buzzard, a judge has ordered rectification of a signature block in a scheme amendment document where an individual who needed to sign as trustee in order for the amendment to be valid had signed in a signature block which said he was signing on behalf of the scheme's principal employer. The court also found as a fact that the amending document had been executed by all trustees notwithstanding that no copy signed by all trustees could be found.
The scheme's amendment power required an amendment to be signed by all the trustees. The scheme's administrator produced an amending document which had four signature blocks with the word "Trustee" next to them and one signature block with the words "For and on behalf of the Principal Employer" next to it. However, there were five trustees. One of the trustees, Mr B, signed next to the signature block that said he was signing for and on behalf of the Principal Employer and did not sign separately in his capacity as trustee.
The court ordered rectification of the signature block to confirm that Mr B was signing in his capacity as trustee as well as in his capacity of principal employer. "Rectification" is a legal mechanism whereby a court may order that a document is to be treated as containing different wording from the words that actually appear in the document. Broadly, a court may order rectification if it is satisfied that by mistake the words used in the document do not reflect the common intention of the parties at the time. The judge considered that there was overwhelming evidence that the parties to the amending document had intended that Mr B's signature would be effective in his capacity as a trustee as well as on behalf of the Principal Employer. The evidence showed that Mr B had played a leading role in promoting the relevant amendment. He had also written to the insurance company enclosing the relevant document saying that it had been "duly signed by the Trustees".
Another issue before the court was that it had not been possible to locate a copy of the amending document signed by all of the trustees. The document had been signed in 2001. The evidence before the court included a witness statement from the chair of the trustees at the time, a barrister specialising in pensions law, that in his recollection the document had been signed by all five trustees. The judge made a finding of fact that the document had been signed by all the trustees, commenting that it was not surprising that a document signed 23 years earlier had been lost.
Our thoughts
This case appears to be the first reported instance of a court ordering rectification of a signature block to a document. It is also noteworthy that the judge found it unsurprising that the final signed version of the document could not be found 23 years on, and made a finding of fact that it did in fact exist. This case may be a useful precedent in other cases involving execution errors or questions over whether a "section 37 certificate" was obtained. However, in this case the judge was presented with a witness statement from the chairman of the trustees who was also a pensions barrister. In many cases of lost documents, there may be no one with any recollection of what documentation existed over 20 years ago.
