Cramaso Llp v Ogilvie-Grant, Earl of Seafield and Others: SC 12 Feb 2014

The defenders owned a substantial grouse moor in Scotland. There had been difficulties with grouse stocks, and steps taken over years to allow stocks to recover. They had responded to enquiries from one Mr Erskine with misleading figures. Mr Erskine formed a company, the appellant, to take a lease. The company now appealed rejection of its claim.
Held: The responders were liable. In appropriate circumstances, the law may impose continuing liability on those making representations before a contract came to be agreed. Those circumstances may include where, as in this case, the representation had a continuing effect, the representor had a continuing responsibility in respect of its accuracy.

Lord Mance, Lord Clarke, Lord Reed, Lord Carnwath, Lord Toulson
[2014] UKSC 9, 2014 SLT 521, [2014] 2 All ER 270, [2014] WLR(D) 64, [2014] 2 WLR 317, UKSC 2012/0025
Bailii, WLRD, SC Summary, SC
Law Reform (Miscellaneous Provisions) (Scotland) Act 1985 10
At Outer HouseCramaso Llp v Viscount Reidhaven’s Trustees SCS 11-May-2010
Outer House – The pursuer said that it had been misled into taking a lease of a grouse moor by the responders making a repesentation to Mr Erskine who had conducted negotiations, and then created the pursuer as a vehicle for the lease. He sought the . .
Appeal fromCramaso Llp v Rt Hon Ian Derek Francis OgilIe-Grant, Earl of Seafield and Others SCS 7-Dec-2011
Inner House The defenders owned a grouse moor. There had been difficulties with the grouse population, and efforts over several years to restore them. The defenders sought to find a tenant. Negotiations were conducted with Mr Erskine, and an email . .
CitedCaparo Industries Plc v Dickman and others HL 8-Feb-1990
Limitation of Loss from Negligent Mis-statement
The plaintiffs sought damages from accountants for negligence. They had acquired shares in a target company and, relying upon the published and audited accounts which overstated the company’s earnings, they purchased further shares.
Held: The . .
CitedSmith v Kay HL 1859
A party who has practised deception with a view to a particular end, which has been attained by it, cannot be allowed to deny its materiality.
Lord Cranworth rejected what he described as ‘a very desperate argument’ that a representation could . .
CitedBrownlie v Campbell; Brownlie v Miller HL 1880
Silence where there is a duty to speak, may amount to a misrepresentation. Lord Blackburn said: ‘where there is a duty or an obligation to speak, and a man in breach of that duty or obligation holds his tongue and does not speak, and does not say . .
CitedWith v O’Flanagan CA 1936
When negotiating to enter into a contract, a person may have a duty to disclose material facts which come to his notice before the conclusion of a contract if they falsify a representation previously made by him. A representation as to the profits . .
CitedJones v Dumbrell 21-Feb-1968
(Supreme Court of Victoria) Dumbrell had induced shareholders in companies running a business to sell their shares to him. He represented that he would run the business himself. The shareholders had a strong preference to have Dumbrell, rather than . .
CitedIrvine v Kirkpatrick HL 1850
Before a misrepresentation may be of any avail whatever, it must inure to the date of the contract. If the other party discovers the truth before he signs the contract, ‘the misrepresentation and the concealment go for just absolutely nothing’. . .
CitedShankland and Co v John Robinson and Co HL 7-May-1920
The pursuers contracted to sell certain machinery to the defenders, but the Government Forage department refused to allow it to be moved, and the pursuers. The buyer had sought and been given re-assurance that the machine would not be so required. . .
CitedBriess v Woolley HL 1954
A fraudulent misrepresentation made in the course of pre-contractual discussions by a shareholder in a company. He was subsequently authorised by the other shareholders to continue the negotiations as their agent, and in due course a contract was . .
CitedMacquarie Generation v Peabody Resources Ltd 14-Dec-2000
Beazley JA concluded: ‘Thus, it is not relevant for the Court to determine whether, if the true position had been known, the representee would or would not have altered his position in relation to the contract. ‘It is enough if a full and exact . .
CitedLe Lievre v Gould CA 6-Feb-1893
Mortgagees of the interest of a builder under a building agreement, advanced money to him from time to time, relying upon certificates given by a surveyor as to stages reached. The surveyor was not appointed by the mortgagees, and there was no . .
CitedManners v Whitehead SCS 1898
(Inner House) An innocent misrepresentation does not give rise to damages. To be actionable it must be made fraudulently, but a person to whom a fraudulent representation of the profitability of a business, or a business opportunity, had been made . .
CitedHedley Byrne and Co Ltd v Heller and Partners Ltd HL 28-May-1963
Banker’s Liability for Negligent Reference
The appellants were advertising agents. They were liable themselves for advertising space taken for a client, and had sought a financial reference from the defendant bankers to the client. The reference was negligent, but the bankers denied any . .
CitedSmith v Eric S Bush, a firm etc HL 20-Apr-1989
In Smith, the lender instructed a valuer who knew that the buyer and mortgagee were likely to rely on his valuation alone. The valuer said his terms excluded responsibility. The mortgagor had paid an inspection fee to the building society and . .
ApprovedBSA International v Irvine and Others SCS 23-Jun-2010
Outer House – second supplementary opinion. The court considerd the part of the claim as to damages for negligent misrepresntation in a share purchase agreement. As a result of section 10, it was enough to found a claim for damages that the . .
CitedMartel Building Ltd v Canada 30-Nov-2000
Canlii Supreme Court of Canada – Torts – Negligence – Economic loss – Whether Canadian law recognizes duty of care on parties in commercial negotiations – Whether tort of negligence extends to damages for pure . .

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Torts – Other

Leading Case

Updated: 01 November 2021; Ref: scu.521157