swarb.co.uk - law index
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Agency - From: 2002 To: 2002
This page lists 5 cases, and was prepared on 02 April 2018.
ÂMercantile International Group Plc v Chuan Soon Huat Industrial Group Ltd [2002] EWCA Civ 288; [2003] ECC 28; [2002] 1 All ER (Comm) 788; [2002] CLC 913; [2002] Eu LR 314
8 Mar 2002
CA
Rix LJ, Waller LJ, Wilson LJ
Agency, European
The court was asked whether the claimants were a commercial agent of the defendants under the 1993 regulations.
Commercial Agents (Council Directive) Regulations 1993
1 Citers
[ Bailii ]
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Smith v Henniker-Major and Co Times, 29 August 2002; Gazette, 26 September 2002; [2002] EWCA Civ 762; [2003] Ch 182
22 Jul 2002
CA
Lord Justice Schiemann, Robert Walker LJ
Company, Agency
The claimant appealed the strike-out of his claim for professional negligence against the respondent solicitors. He claimed that the solicitors had acted in breach of their duty, and he then called a company meeting. Only he attended. He mistakenly believed that he had the power to assign to himself from the company the right of action. He later arranged for a deed to be issued which purported to rectify the mistake. Held: Section 35A allowed somebody dealing with a company in good faith not to be affected by a failure to comply with the company's constitution. The section was intended to forgive procedural irregularities, not to rectify what was otherwise a nullity. In this case however, the error sought to be forgiven was that of the chairman, and he was the party also seeking to rely on the section. He could not, by forgiving his own error, turn a nullity into a decision of the board. Robert Walker LJ considered the rule on ratification by a company: "Ratification is not effective where to permit it would unfairly prejudice a third party, and in particular—(1) where it is essential to the validity of an act that it should be done within a certain time, the act cannot be ratified after the expiration of that time, to the prejudice of any third party; (2) the ratification of a contract can only be relied on by the principal if effected within a time after the act ratified was done which is reasonable in all the circumstances." and "I am inclined to think that this debate (as to whether the exception is limited to ratification affecting property rights) may not be particularly profitable. Even though the operation of the Limitation Act 1980 is normally to bar the remedy rather than to extinguish the right, an accrued defence under the Act has often been spoken of in terms approximating to a property right of which a party ought not to be deprived. In my view the right approach would be to regard the deprivation of an accrued right as an important example of the general rationale identified in Bowstead & Reynolds's article 19, that is, unfair prejudice."
Companies Act 1985 35A
1 Cites
1 Citers
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Christie Owen and Davies Plc v Sykes and Another [2002] EWCA Civ 1663
15 Oct 2002
CA
Contract, Agency
Liability to estate agent for payment of account.
[ Bailii ]
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Marcq v Christe Manson and Woods (t/a Christies) Times, 25 November 2002; Gazette, 28 November 2002
29 Oct 2002
QBD
Jack J
Agency, Contract, Torts - Other
The claimant sought damages for conversion from the respondent auctioneers as bailees. The painting had been registered as stolen. It failed to achieve its reserve and had been returned. Held: It was for a bailee to prove that he had acted in good faith. That meant that he was not aware that the person for whom he held the goods was not the true owner. The situation differed where the goods were purchased, and where ownership passed. A bailee could be liable if he did not act in good faith and without notice (Hollins). Christies had made enquiry in the art loss register, and been reassured that it was not stolen. In the circumstances the claimant had to be given an opportunity to deal with issues raised in the response. An auctioneer who receives goods from their apparent owner and simply redelivers them to him when they are unsold is not liable in conversion provided he has acted in good faith and without knowledge of any adverse claim to them.
Limitation Act 1980 4
1 Cites
1 Citers
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Pharmed Medicare Private Ltd v Univar Ltd [2002] EWCA Civ 1569; [2003] 1 All ER (Comm) 321
5 Nov 2002
CA
Lord Justice Chadwick, Lord Justice Longmore
Contract, Agency
An issue was raised that contracts entered into by the defendant by an "Industry Manager" and an "Inside Sales Manager" were not so entered as the two individuals had no authority and because the contracts were for substantial quantities of the goods in question. Longmore LJ said: "Here all Mr Waksman could rely on was the fact that the contract for 8 metric tons per month for a year (96 tons in all) was considerably greater than any previous contract. This is undoubtedly true but no suggestion is or can be made that Pharmed knew that Mr Somerville did not have authority to make such an agreement. The most that can be said is that they ought to have suspected he might not have such authority. But why? Previous transactions, albeit for smaller amounts, had been performed. Mr Waksman says that if Pharmed had only insisted on a Purchase Contract form for the full amount, the lack of authority would have become apparent. But if, as the Deputy Judge held (and this is not now challenged), there was no positive requirement derived from previous transactions that the contract be on Univar's Purchase Contract form, there was nothing to suggest to Mr Aurora that the transaction might not be authorised. If there were a plausible assertion that Mr Aurora did in fact suspect that the transaction was beyond Mr Somerville's authority, there might then have to be a trial. But no ground exists to support the existence of any such suspicion on his part.
The question whether such suspicion ought to have existed is a matter that can be decided without the need for oral evidence since Mr Aurora (and still less Mr Somerville) could give no relevant admissible evidence on that question. That is for the court and the Deputy Judge correctly decided he could determine the matter on the material before him.
For my part I cannot see why any grounds for suspicion should have existed. Previous transactions had been honoured. No one in Univar had made any suggestion that Mr Somerville's authority was, in any way, limited. There was no reason to think that Univar would not want to acquire or be unable to distribute 8 metric tons per month, if the price was right. No complaint was, in fact, made about the transaction until Univar realised the price had not risen as far as they had expected. The authorities cited by Mr Waksman were entirely different from the facts of the present case. In Houghton the fact that should have put the third party on inquiry was the fact that the money of one company was being used to pay the debts of another; in Underwood it was the fact that the agent was paying into his own account a cheque made out to his principal. These were, on any view, surprising facts which truly rendered the transactions suspicious. There is nothing remotely comparable in the present case.
In these circumstances, despite the caution which a court must exercise before giving summary judgment, it seems to me that the Deputy Judge was right to conclude that it was clear that Mr Somerville had ostensible authority to conclude the contract of 14th August and that Univar was bound by it."
1 Citers
[ Bailii ]
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