The parties disputed the payment out of sums held by the company’s liquidators under an undertaking given by them. Their case was that if DandD (agents for the insolvent company) acted in the relevant respects as agents, their authority to collect the price of goods which they had sold on Angove’s behalf survived the termination of the ADA because they would need it to recover their commission.
Held: The Court accepted this argument and allowed the appeal on that basis. DandD’s authority was irrevocable because the general rule that authority can be revoked ‘must yield to what the parties have agreed should be their respective legal rights and obligations on the termination of the agency’. Construing the agreement, a continuing right to collect the price from the customer was implicit in (i) DandD’s right to deduct commission from the price before remitting it to Angove’s, and (ii) DandD’s obligation to account to Angove’s for the price within 90 days of the bill, whether or not it had by then been received from the customer. This was because these features of the agreement gave rise to liabilities of Angove’s to DandD, which could be set off against sale proceeds in DandD’s hands.
Patten, Lewison, Sharp LJJ
[2014] EWCA Civ 215, [2014] 2 BCLC 129
Bailii
England and Wales
Citing:
Appeal from – Bailey and Another v Angove’s PTY Limited ChD 2013
The liquidator of the company sought a declaration that sums received by the defendant sales agents on behalf of the insolvent company were to be paid out to the liquidators in full. The court was asked whether the payments by DWL and PLB made after . .
Cited by:
Appeal from – Bailey and Another v Angove’s Pty Ltd SC 27-Jul-2016
The defendant had agreed to act as the claimant’s agent and distributor of the claimant’s wines in the UK. It acted both as agent and also bought wines on its own account. When the defendant went into litigation the parties disputed the right of the . .
Lists of cited by and citing cases may be incomplete.
Insolvency, Agency
Updated: 01 December 2021; Ref: scu.522276
