COMMERCIAL LAW REVISION TOPICS
1. Agency
2. Sale of Goods
3. Bailments
4. Carriage of Goods by Sea
5. Methods of Payment
6. Debt Financing and Security
7. Arbitration
8. Insolvency
1
,Agency
• Agency is an exception to the doctrine of privity of contract
• Agent and principal - both can sue and be sued on terms of contract
Case name Facts Issue Decision Rule
New Zealand NZS Had stevedores HoL – held for A third party can
Shipping v AM (stevedores) provided stevedores – sue if contractor
Satterthwaite worked for sufficient loading goods acts as third
(The FSN in consideration to for AMS was party’s agent –
Eurymedon) loading and be a party to sufficient third party to
(1975) unloading contract consideration provide
ship. consideration for
agreement
Formation of Agency by:
Agreement
Heard v Pilley Landlord and tenant Regular oral contract – no special formalities
(1869)
Freeman and Kapoor appointed by CoA held D company Where an agreement
Lockyer v D company to handle was bound to pay P exists to appoint an
Buckhurst Park land sale – but acted for their work – agent, we speak of an
Properties beyond his actual Kapoor had ‘actual ‘actual authority’
[1964] authority but within authority’ vested in the agent,
normal authority of which may be express
his role or implied.
European Where instructions If agent fails to seek Express actual
Asian Bank v are clear but clarification, they will authority – clearly
Punjab & Sind erroneous, P will be not be able to rely on defined
Bank (No 2) liable to A on the the vagueness of the
[1983] basis of contract instructions vis-à-vis
actually made the P
Waugh v HB Solicitor/client Such authority as the Implied actual
Clifford & Sons relationship involving circumstances seem authority –
(1982) an implied authority to suggest circumstances of a
in the conduct of contract gives out
litigation to negotiate roles of A and P to
settlement of case parties – also implied
form conduct
2
, Watteu v Wiles J at 348: 'The Usual or customary
Fenwick (1893) principal is liable for all authority – that you’d
the acts of the agent expect someone to
which are within the have in their particular
authority usually
role
confided to an agent of
that character,
notwithstanding
limitations as between
the principal and the
agent, put upon that
authority.’
Graves v Legg Must act in Usual or customary
(1857) accordance with any authority – custom
customs of a must be ‘certain,
particular market notorious and
reasonable’ (Perry v
Barnett (1885))
Ratification
• The action of signing or giving formal consent to a contract, making it officially valid
• Principal can ratify an agreement between agent and other party to ratify and create
an agency
Keighley, Corn merchant R did not have Action failed – Named or
Maxsted & (Roberts) authority from R contracted in identifiable
Co v Durant authorised by KM to KM but went his own name, principal;
[1901] buy wheat at and bought did not undisclosed
certain price on corn form D in mention KM – principals
joint account for his own name. any purported cannot ratify
himself and them. R KM ratified ratification by
did not manage to transaction but KM was
buy any at that didn’t take ineffective – no
price - could buy delivery of obligation to
some at higher price wheat. D sued Durant
from Durant (corn KM for breach
merchant in of contract
London).
Kelner v Promoters of an They argued Willes J [184] Principal
Baxter unformed company that company rejected their existing and
(1866) entered contracts ratified when it argument – ascertainable
on its behalf came into person must be when contract
existence, so in is made
they’d have no contemplation
personal of the law
liability
3
1. Agency
2. Sale of Goods
3. Bailments
4. Carriage of Goods by Sea
5. Methods of Payment
6. Debt Financing and Security
7. Arbitration
8. Insolvency
1
,Agency
• Agency is an exception to the doctrine of privity of contract
• Agent and principal - both can sue and be sued on terms of contract
Case name Facts Issue Decision Rule
New Zealand NZS Had stevedores HoL – held for A third party can
Shipping v AM (stevedores) provided stevedores – sue if contractor
Satterthwaite worked for sufficient loading goods acts as third
(The FSN in consideration to for AMS was party’s agent –
Eurymedon) loading and be a party to sufficient third party to
(1975) unloading contract consideration provide
ship. consideration for
agreement
Formation of Agency by:
Agreement
Heard v Pilley Landlord and tenant Regular oral contract – no special formalities
(1869)
Freeman and Kapoor appointed by CoA held D company Where an agreement
Lockyer v D company to handle was bound to pay P exists to appoint an
Buckhurst Park land sale – but acted for their work – agent, we speak of an
Properties beyond his actual Kapoor had ‘actual ‘actual authority’
[1964] authority but within authority’ vested in the agent,
normal authority of which may be express
his role or implied.
European Where instructions If agent fails to seek Express actual
Asian Bank v are clear but clarification, they will authority – clearly
Punjab & Sind erroneous, P will be not be able to rely on defined
Bank (No 2) liable to A on the the vagueness of the
[1983] basis of contract instructions vis-à-vis
actually made the P
Waugh v HB Solicitor/client Such authority as the Implied actual
Clifford & Sons relationship involving circumstances seem authority –
(1982) an implied authority to suggest circumstances of a
in the conduct of contract gives out
litigation to negotiate roles of A and P to
settlement of case parties – also implied
form conduct
2
, Watteu v Wiles J at 348: 'The Usual or customary
Fenwick (1893) principal is liable for all authority – that you’d
the acts of the agent expect someone to
which are within the have in their particular
authority usually
role
confided to an agent of
that character,
notwithstanding
limitations as between
the principal and the
agent, put upon that
authority.’
Graves v Legg Must act in Usual or customary
(1857) accordance with any authority – custom
customs of a must be ‘certain,
particular market notorious and
reasonable’ (Perry v
Barnett (1885))
Ratification
• The action of signing or giving formal consent to a contract, making it officially valid
• Principal can ratify an agreement between agent and other party to ratify and create
an agency
Keighley, Corn merchant R did not have Action failed – Named or
Maxsted & (Roberts) authority from R contracted in identifiable
Co v Durant authorised by KM to KM but went his own name, principal;
[1901] buy wheat at and bought did not undisclosed
certain price on corn form D in mention KM – principals
joint account for his own name. any purported cannot ratify
himself and them. R KM ratified ratification by
did not manage to transaction but KM was
buy any at that didn’t take ineffective – no
price - could buy delivery of obligation to
some at higher price wheat. D sued Durant
from Durant (corn KM for breach
merchant in of contract
London).
Kelner v Promoters of an They argued Willes J [184] Principal
Baxter unformed company that company rejected their existing and
(1866) entered contracts ratified when it argument – ascertainable
on its behalf came into person must be when contract
existence, so in is made
they’d have no contemplation
personal of the law
liability
3
