I believe these parts of the judgment are very pertinent.
General Sealing and Signing Authority
The seal of the Bank may be affixed to any document which is required to be sealed by the Bank in the ordinary course of business in the presence of the Chief Executive or the Secretary.
Any document which is required to be signed under hand on behalf of the Bank in the ordinary course of business may be signed on behalf of the Bank by the Chief Executive or the Secretary, or the Law Agent”. (Emphasis added).
It is noteworthy that the internal memorandum prepared for the Board of Directors by Ms. Glynn as Company Secretary, specifically distinguishes between
(a.) documents under seal and
(b.) documents which are required to be signed under hand on behalf of the Bank
105. It is also noteworthy that it sets out different persons who should have the Bank’s authority to witness the affixing of the company’s seal, (of whom there are six) and persons who should have the Bank’s authority to sign documents under hand, (of whom there are only three).
106. Thus, in respect of documents which are required to be executed under seal, it sets out that the seal of the Bank may be affixed to particular types of documents and also provides that the seal may be affixed in the presence of any one of six persons.
107. However, in relation to any document which is required to be signed under hand, on behalf of the Bank, in the ordinary course of business, these documents may only be signed on behalf of the Bank by the Chief Executive, or the Secretary, or the Law Agent. It is only these three persons who have the authority on behalf of the Bank to sign documents under hand, on behalf of the Bank.
And then,
140. Thus the Bank has authorised 6 different people to witness the affixing of the seal of the company to certain deeds. However the Bank has only authorised three specific people to put its signature to documents which are required to be in writing under its hand. These are the Chief Executive Officer, the Secretary and the Law Agent.
141. On the facts of the present case, the deeds of appointment were not signed by one of these three duly authorised people.
142. Therefore the documents appointing the receiver, although “in writing”, were not “under its hand” i.e. were not signed by a person duly authorised to sign such documents.
143. In these circumstances, it must follow that the deeds appointing the receivers were not “by writing under its hand” as required by the deed of mortgage/ charge.
It must therefore follow that the two deeds of appointment were invalid. (Given that the deed of appointment of Mr. Tennant was invalid, it arguably follows that his deed of discharge was not necessary).
I believe the memo and articles of association of ACC bank speak for themselves, Justice Gregan merely applied same.