Summary
LAWS08134 Business Entities-Law of Agency summary notes
- Module
- LAWS08134 Business Entities
- Institution
- The University Of Edinburgh (ED)
LAWS08134 Business Entities-Law of Agency summary notes
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Law of Agency Frank Houlgate Investment Company v Biggart and Cheshire Mortgage Corp Ltd v Grandison: In
both cases the agent has the authority of the principle. That’s all he could warrant. He can only
warrant that he works for that person
External Agency Relationship
The contract between the principal and the third party.
o The agent acts for a disclosed and named principle. In that case the agent is not part of
the contract and not liable under it.
o Stewart v Shannessy
The contract was signed by the agent and Stewart sued the agent. The agent
argued that he was just an agent, but the court struck that down. There was no
evidence that he was an agent
o Brebner v Henderson
Two parties signing with who they were and that was still not deemed to be
enough. Title were deemed to be merely descriptive and not enough to show
agency.
o You can overturn that presumption by signing in a representative capacity in the case of
Digby Brown it was signed: “on behalf of our clients”.
The agent acts for a disclosed but unnamed principle. Here there is very little Scottish authority.
It suggests that we have to look and whose financial status was being looked at the moment of
the transaction?
o Lamont, Nisbet & Co v Hamilton
Owner of a ship sent out agents to get insurance. The owner was not held liable
under the contract because although the insurer knew of the existence of a
principal they gave credit to the agents, not the owner.
o Ferrier v Dods
A horse was purchased at an auction; the owner’s name was not disclosed. The
buyer said it was not a sound horse. He returned the horse to the owner. The
court ruled that he cannot sue both the owner and the auctioneer, but by
having returned the horse to the owner it is deemed as though he has elected
to make the owner liable.
o Ruddy v Monte Marco
There had to be clear evidence that the 3d party was looking for credit at the
principle and not the agent.
Agent for an undisclosed principal. After the principle has been disclosed the third party can be
sued by him. The third party on the other hand can sue the agent or the principal
o Rolls Royce v Ricardo Consulting Engineers
Allen was a RR agent, but it was not an ordinary commercial contract and since
Ricardo only wanted to contract with Allen the contract was invalid.
, o Sometimes the principle may be excluded from intervening
If following the normal rules of interpretation f the contract the terms indicate
either expressly or by implication that there is no concealed principle
If delectus personae is present
Possibly also if concealment was intent as deception. See English case of Dyster
v Randall
Purchase of land through agent, because the 3 rd party would not sell to
him. Dyster wanted to enforce the contract and Randall argued that
they were being deceived. The court ruled that unless there was a
personal quality to the contract it is no defense.
Said v Butt
S wanted to go to the first night of a play, but he knew that would not
get a ticket because he said bad things about the theatre. So he let an
agent buy him the ticket. Still he was refused entry. The court ruled that
his non discloser made the contract fail, because his identity was
important to the contract. There are some doubts about this case.
rd
The 3 party may sue one of the parties, but not both
The Agent acts on behalf of a non-existent principal
Older cases suggest that in these cases the agents is personally liable under the contract. See
McMeekin v Easton and Thomson v Victoria. In both cases the principles had lacked legal entity
and there was the intention that agent was bound because of that lack.
Halifax v DLA Piper:
o A consortium that never came into existence. The solicitors did not become personally
liable for the pre contracts they’ve made, because none of the parties intended that.
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