Citation: EWCA Civ 470
Nature of case: The preliminary issue to be determined in this case was whether the claimant (“Dr Hamid”) had entered into a contractual arrangement with the defendant (“FBP”) as principal for himself or as agent for another entity.
Dr Hamid was the director and sole shareholder of a limited company, Chad Furniture Store Ltd (“Chad”), which traded under the name of “Moon Furniture”. He employed FBP to provide engineering services as part of a project for the design and construction of a new showroom, which was to be built on land which Dr Hamid owned personally.
The parties entered into a partly oral, partly written contract, with agreement being reached during discussions between Dr Hamid and one of FBP’s representatives and with the written terms contained in a letter headed “Moon Furniture”. This letter was signed by Dr Hamid, with his signature appearing immediately above the words “Moon Furniture”.
The Court of Appeal, upholding the decision of the lower court, found in favour of Dr Hamid’s case that he had contracted on his own behalf. After reviewing the relevant authorities and identifying the crucial issue in the case to be one of capacity as opposed to identity, Jackson LJ concluded that:
(i) Dr Hamid had not effectively qualified his signature or made it plain that the contract should not bind him personally. The mere reference to “Moon Furniture” without any indication that this was the trading name of Chad (or any clear indication that this was the trading name of a limited company) was not an effective qualification; (ii) the test must be the same whether the individual was contending he was (a) the principal; or (b) signing as an agent or company officer (iii) the extrinsic evidence did not assist FBP. At no stage before the contract was concluded did anyone tell FBP that Moon Furniture was a limited company and the private thoughts or assumptions of one of FBP’s agents were irrelevant and inadmissible. Inquiries which could have been made, but were not, were also irrelevant. Link to judgment
Counsel: Adrian Williamson QC and Gideon Scott Holland appeared on behalf of Dr Hamid.
