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Agency
Actual Authority
A legal relationship between P and A created by a consensual agreement to which they alone are parties
- Freeman & Lockyer v Buckhurst Park Properties
a) Express Actual Authority - Midland Bank v Seymour (If instruction is ambiguous, A will not in default if
adopt reasonable meaning) / Patel v Standard Chartered Bank (Including whether agent behaved
reasonably)
b) Implied Actual Authority - (Incidental Authority, authority necessary for execution of express actual
authority) / Hely-Hutchinson v Brayhead (Usual Authority, authority usual for someone in the same
position) / (Customary Authority, authority implied from customs of business) / (Implied Authority,
authority inferred from conduct) / Hopkins v TL Dallas Group (No implied authority if agent acts
fraudulently or in furtherance of own interest)
Apparent Authority
A legal relationship between P and T created by representation by P to T, intended to be and in fact
acted upon by T, that A has authority to enter on behalf of P into contract - Freeman & Lockyer v
Buckhurst Park Properties
Rama Corporation v Proved Tin and General Investments (To establish apparent authority, Rep,
Reliance, Alteration of Position)
Heinl v Jyske Bank (No reliance if T is aware of A's lack of authority)
The Tatra (Detriment to be shown is the entering into contract)
Bootstrap Agency
GR : A cannot represent own authority - Armagas v Mundogas (Chartered ship for 3 years when A only
had actual authority to charter for 1 year) / United Bank of Kuwait v Hammoud (Lord Donaldson MR, it is
trite law that an A cannot confer ostensible authority on himself
...
The right of one person to sue another on a contract not really made with the person suing is
unknown to every other legal system except that of England and America"
Tan Cheng Han - "It makes no more sense to say that the undisclosed principle doctrine is anomalous
when measured by contract principles than it is to say that the doctrine of privity of contract is
anomalous because it is inconsistent with the undisclosed principal doctrine"
Justifications for Undisclosed Principal
Keighley, Maxsted & Co v Durant - ‘ … middlemen, through whom contracts are made, are common and
useful in business transactions, and in the great mass of contracts it is a matter of indifference to either
party whether there is an undisclosed principal or not
...
F did not
change anything including the 'H' on the door
...
H bought cigars from Watteau
...
F was sleeping partner of hotel and liable to pay partnership debts
...
His actual authority was expressly restricted

2) Finding of the judge of agency on the facts was questionable - Facts did not fit into any instances of
agency
...
No apparent authority as W did not know
of F at time of contract, so no representation
...
Not undisclosed principal as H did not have actual authority to order
cigars
...
Charter was ratified to continue intention of parties) (Did not apply nor overrule W v F)
2) Sign-O-Lite Plastics v Metropolitan Life Insurance (Canadian case, rejected and criticized W v F as bad
decision)
Justification :
1) Apparent Ownership Argument - P clothed A with indicia of property, if A sold to T who bought it in
good faith, P is precluded in setting up interests in property
...
It is the risk W took in giving credit to H whom he
thought was P and could pay
2) Distinction with VL - In VL it does not matter whether victim knows of existence of employer
...
F represented to W that H and
hotel owner were same person and thus F is estopped from asserting otherwise
Lease Management Services v Purnell (LMS estopped from asserting LMS and Canon are two distinct
operations because LMS's arrangement with Canon misled Purnell into thinking lessor and Canon were
same person)

Agency Theories
Sealy and Hooley - Any concise definition of concept of agency must be treated with care
...
Most agencies are founded on consent

Weakness : Ignored external relationship between P and T
...
Does not explain why A has power, only that A has
authority from consent
...
It is submitted that this power-liability relation is the essence of principal
and agent’
Strength - Capable of explaining legal power of A in all instances of agency (In every agency, A vested
with legal power to alter P's relations)
...
Explains relationship
between P and T
Weakness - Did not explain why law invest A with power in each instances
...
Dowrick's single transmuted Hohfeld's
double power liability into a single power liability theory
...

Qualified Consent Theory
McMeel :
1) Consent theory qualified by wider commitment by English contractual and commercial law to an
objective theory of liability
...
In the eyes of law, intention is to be determined objectively
...

3) Combined consent theory with protection of misplaced reliance to account for actual and apparent
authority
Strength - Capable of explaining most instances of agency
...
For apparent authority cases, McMeel argued that representation made by
P as interpreted and relied on by T is objective consent given and P is estopped from denying A's
authority
...
No consent in the first place for
ratification
...
Just like
consent theory, it fails to explain why the law gives A the power
...
1(1) : Act applies to contract of sale of goods
s
...
61(1) : Definition of goods, property, specific goods, delivery, deliverable state and document of title to
goods
Currency is not goods unless sold as such - Moss v Hancock

Implied Term
s
...
12(1) : Implied condition as to title
Rowland v Divall (Used car for months but entitled to money back as contracted for lawful possession of
law which was not met as seller did not have good title)
Niblett v Confectioners' Materials Company (Cases of condensed milk in infringement of trademark,
breach of s
...
12(2) : Implied warranty as to encumbrances and quiet possession
s
...
13(1) : Implied condition as to description
No need to show course of business
...
Re Moore
shows that quantity of tins in each cases were important and has to match description
...
13 :
1) Whether description amounts to term - Heilbut, Symons v Buckleton (Must not only be
representation ,must be term) / Harlingdon and Leinster v Christopher Hull (Sending experts to inspect
painting means sale was no longer by description as there was no reliance either and hence s
...
13 not applicable)
Redundancy of s
...
Put buyer at a better position only if description is warranty and s
...

2) If description does not amount to term - s
...
If it is a representation, buyer
might have remedy under misrepresentation
s
...
Stevenson v Rogers held that a fisherman who sold boat in order to
purchase a replacement was dealing in course of business, shows broad interpretation
...
Glass bottle was such good even though meant to be returned, as seen
in Geddling v Marsh
...
14(2A) : Meaning of satisfactory quality
Reasonable person - Bramhill v Edwards (Someone in the position of the buyer with his knowledge)
s
...
14(2C) : Goods will not be of unsatisfactory quality if
Henry Kendall & Sons v William Lillico & Sons (Whether reasonable buyer would have accepted the
goods if he knows of the defect that neither seller nor buyer was aware of)
s
...
s
...

s
...
15(1) : Definition of sales by sample
s
...
27 : Duty of seller to deliver and buyer to accept and pay
s
...
35(4) : Acceptance after lapse of reasonable time retaining goods
Reasonable time for goods sold for resale - Truk v Tokmakidis GmbH (Actual time it took to resell goods
plus reasonable period within which sub-buyer could conduct examination)
Reasonable time for goods in general - s
...
35(2) : Not deemed to have accepted until examination and then accept
Fiat Auto Financial Services v Connelly (Right of reject not lost though car used for 10 months because
buyer had been in contact with seller regarding problems with the car)
s
...


Delivery and Payment
s
...
29(1) : Buyer to take possession or seller to send to buyer depends on contract
s
...
29(3) : Time of delivery

s
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29(6) : Costs of putting goods into deliverable state
s
...
30(2) : Seller delivers more quantity of goods
s
...
31(1) : Buyer not bound to accept delivery by instalments
s
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28 : Delivery and payment are concurrent conditions
s
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11(4) : Partial rejection for non severable contract
s
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35A(2) : Goods in instalments, s
...
11(4) /
Buyer is not consumer and breach of s
...
15A(1)
When - Breach of condition or innominate term
Motive - Arcos v Ronassen (Motive was irrelevant, section strictly applied)
2) Damages
a) Where there is no delivery
s
...
51(2) : Measure of damage where there is no available market for goods
s
...
54 : Right to claim special damages not affected

b) Where there is delivery
s
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53(4) : Claim for breach of warranty allowed if suffered further damage
s
...
53(3) : Measure of damage for breach of quality
s
...
54 : Right to claim special damages not affected
s
...
49(1) : Property passed, buyer failed to pay
s
...
50(1) : Damages for non-acceptance by buyer
s
...
50(3) : Measure of damage where there is available market for goods

Proprietary Remedies of Seller
1) Unpaid Seller's Lien
s
...
44 : Buyer is insolvent and unpaid seller parted possession
3) Rescission and Resale
s
...
2(3) : A contract of sale may be absolute or conditional
Allowed under s
...
19(1) : Seller reserves right of
disposal until conditions are fulfilled
s
...
859H CA 2006 : Non-registration renders charge void
Types of ROT Clauses :
1) Original goods
2) Proceeds of resale of original goods
3) Product manufactured with original goods
4) Product manufactured by mixing original goods with other goods
5) Proceeds of sale of product manufactured with original goods or by mixing original goods with other
goods
6) All moneys clause
Validity of ROT Clauses :
Aluminium Industrie Vassen BV v Romalpa Aluminium (AIV supplied aluminium foil to Romalpa who
then went into receivership owing 122,239
...
ROT in unprocessed foil and proceeds valid) (ROT will be effective)
Re Bond Worth (Except for ROT in original goods, the rest constitute floating charge only)
Clough Mill v Martin (Original goods valid, the rest floating charge)
Tatung v Galex Telesure (Seller's interest in proceeds of television and video equipment is defeasible
upon payment so it constitutes a charge)
Difficulty in ROT :
1) Loss of identity of goods - Borden v Scottish Timber Products (Resin lost identity when mixed with
hardeners and wood chippings to be made into chipboards, unable to retain title) / Re Peachdart
(Leather made into handbag, only charge) / Hendy Lennox v Grahame Puttick (Engine could easily be
identified and removed from the generating sets, ROT valid)

Reform?
Uncertainty in case laws, ROT clauses give less protection to seller than expected due to practical
problems such as difficulty in proving clauses have been incorporated into contract, problems accessing
buyer's premises to identify goods and difficulty in distinguishing seller's goods from those supplied by
others ; those paid from those not, risk of goods losing identity after manufacturing process)
Various reports and consultation papers published (Cork Committee 1982, Diamond Report 1989, Law
Commission's Final Report on Company Security Interests 2015) but none adopted

Passing of Title
GR : s
...
21(1) Unless owner is precluded from denying seller's authority to sell through conduct
1) Estoppel by Representation
Henderson v Williams (True owner having enabled A to hold himself out as owner, could not set up title
against that of T) / Farquharson Bros v King (As clerk used an assumed name, true owner was held not to
have hold out clerk to T as their A to sell to them, not estopped from denying clerk's authority to tell)
2) Estoppel by Negligence
Moorgate Mercantile v Twichings (Inactivity on part of owner to safeguard his property will not estop
him from asserting his right) / Mercantile Credit v Hamblin (Owner had reasonable grounds to believe in
dealer, hence not negligent in signing blank form that was fraudulently used by car dealer to sell the car
to a finance company)
3) Power of Sale and Resale
s
...
23 : Title not void at time of sale, buyer acquires good title
Car and Universal Finance v Caldwell (Seller induced by fraud but informed Automobile Association and
Police after finding out, before fraud sold the car, title voided)
5) Seller in Possession
s
...
25 : Buyer obtains with consent of seller the possession of goods sells, subsequent buyer gets title
*s
...
23 as it gives good title to innocent third party purchaser even when true owner
has voided the contract
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27(2) HPA 1964 : Private purchaser, subsequent buyer gets good title
s
...
1(1) FA 1889 : Definition of mercantile agent
s
...
e
...

Specific Goods
s
...
17(2) : To ascertain intention, terms of contract, conduct of parties, circumstances of case
s
...
18 Rule 2 : To do something, must be done and notify buyer
s
...
18 Rule 4 : Goods delivered on approval or on sale or return, buyer signifies approval or acceptance, if
not, by conduct
Unascertained Goods
s
...
18 Rule 5(1) : By description, deliverable state, unconditionally appropriated, assented by seller or
buyer
Carlos Federspiel v Charles Twigg (No appropriation even though seller packed goods in crated marked
in buyer's name, shows high standard of proof)
s
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18 Rule 5(3) : Ascertainment by exhaustion where only one buyer
s
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20A(1) : Sale of specified quantity of unascertained goods
s
...
20A(3) : Undivided share is shares as quantity of goods paid for, bears to the quantity of goods in the
bulk at that time
s
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20A(5) : Goods sent to buyer will be goods he paid for
s
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20(1) : Risk follows property unless otherwise agreed
s
...
32 : Buyer bears risk of transit when seller delivers goods to carrier
The Aliakmon (Buyer could not sue carrier for property damage as no contractual relationship and did
not have property in goods, risk passed to buyer so could not sue seller) reversed by Carriage of Goods
by Sea Act 1992 when it comes to transit via sea journey
s
...
7 : Agreement to sell specific goods, without fault of either parties goods perish before risk passes to
buyer, agreement avoided
Unascertained Goods, Seller takes the risk

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