IVI Pty Ltd v Baycrown Pty Ltd - [2005] QCA 205

SUPREME COURT OF QUEENSLAND

CITATION:

IVI P/L v Baycrown P/L [2005] QCA 205

PARTIES:

IVI PTY LTD ACN 093 587 314
(plaintiff/respondent)
v
BAYCROWN PTY LTD ACN 062 665 883
(defendant/appellant)

FILE NO/S:

Appeal No 11264 of 2004
SC No 9907 of 2002

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

10 June 2005

DELIVERED AT:

Brisbane

HEARING DATE:

1 June 2005

JUDGES:

McPherson and Keane JJA and Mullins J
Separate reasons for judgment of each member of the Court, each concurring as to the order made

ORDER:

Appeal dismissed with costs

CATCHWORDS:

PROFESSIONS AND TRADES - LAWYERS - SOLICITOR AND CLIENT - AUTHORITY - NON-LITIGIOUS BUSINESS - where appellant vendor was negotiating a contract for the sale of land with the respondent purchaser - where draft contract named a firm of solicitors as the "buyer's solicitor" and provided a reference to a lawyer employed by that firm - where the firm of solicitors named in the draft contract was contacted by the appellant's solicitors regarding changes to the draft contract - where there was no other direct contact between the solicitors while negotiations were conducted between the parties - where the parties had agreed on the terms of the contract of sale and that contract had been signed by a representative of the appellant - where appellant later decided to send an email to the solicitors named in the draft contract purporting to revoke the offer to sell - where the respondent had already faxed an acceptance of the offer before it became aware of the contents of the email that had been sent to the solicitor - whether solicitors have the authority to accept a notice of revocation on behalf of a client without express authorization - whether the respondent had ever acted in such a manner as to hold out the solicitors named as the "buyer's solicitor" in the draft contract as having the ostensible authority to accept a notice of revocation on its behalf

Brentwood Properties Pty Ltd v Verduci, unreported,     Supreme Court of Victoria, No 4276 of 1995, 7 August     1995, cited
Freeman & Lockyer (a firm) v Buckhurst Park Properties     (Mangal) Ltd & Anor [1964] 2 QB 480, applied
Midland Bank plc v Serter & Anor [1995] 1 Fam Law R     1034, cited
Nowrani Pty Ltd v Brown [1989] 2 Qd R 582, cited
Pacific Carriers Ltd v BNP Paribas [2004] HCA 35; (2004) 208 ALR 213, applied
Rossiter v Miller (1878) 3 App Cas 1124, cited
Saffron Walden Second Benefit Building Society v Rayner     (1880) 14 Ch D 406, cited
Singer v Trustee of the property of Munro & Anor     (bankrupts) [1981] 3 All ER 215, applied
Victoria Park Golf Club Inc v Brisbane City Council [2001] QCA 528; (2001) 118 LGERA 107, cited

White v Illawarra Mutual Building Society Ltd [2002] NSWCA 164; CA 40963 of 2000, 19 July 2002, cited

COUNSEL:

D F Jackson QC, with…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2005] QCA 205
Decision Date: 10 June 2005

CaseChat Overview and Summary

IVI Pty Ltd, the appellant, engaged in negotiations with Baycrown Pty Ltd, the respondent, concerning the sale of land. The draft contract specified a firm of solicitors as the "buyer's solicitor" and included a reference to a lawyer employed by that firm. Despite the firm being contacted by the appellant's solicitors regarding modifications to the draft contract, there was no direct communication between the solicitors themselves while negotiations were underway. Both parties agreed on the terms of the contract of sale, which was subsequently signed by a representative of the appellant. However, the appellant later attempted to send an email to the solicitors named in the draft contract to revoke the offer to sell, without the respondent's knowledge. The respondent had already faxed an acceptance of the offer prior to becoming aware of the email's contents.

The primary legal issue before the court was whether the solicitors had the authority to accept a notice of revocation on behalf of the client without explicit authorisation. Additionally, the court considered whether the respondent had, by its conduct, led the appellant to believe that the named solicitors had the ostensible authority to accept a notice of revocation on its behalf. This case required a nuanced examination of agency principles, particularly the concept of ostensible authority and the circumstances under which it may be inferred.

The court examined several precedents to determine the applicability of ostensible authority in the context of accepting a notice of revocation. It concluded that the solicitors did not possess the authority to accept such a notice without explicit authorisation from the client. The court also found that the respondent had not acted in a manner that would lead the appellant to reasonably believe that the solicitors had the authority to accept a notice of revocation. The appeal was dismissed with costs.

Orders

Orders of the court

Appeal dismissed with costs

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	IVI P/L v Baycrown P/L [2005] QCA 205
PARTIES:	IVI PTY LTD ACN 093 587 314 (plaintiff/respondent) v BAYCROWN PTY LTD ACN 062 665 883 (defendant/appellant)
FILE NO/S:	Appeal No 11264 of 2004 SC No 9907 of 2002
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	10 June 2005
DELIVERED AT:	Brisbane
HEARING DATE:	1 June 2005
JUDGES:	McPherson and Keane JJA and Mullins J Separate reasons for judgment of each member of the Court, each concurring as to the order made
ORDER:	Appeal dismissed with costs
CATCHWORDS:	PROFESSIONS AND TRADES - LAWYERS - SOLICITOR AND CLIENT - AUTHORITY - NON-LITIGIOUS BUSINESS - where appellant vendor was negotiating a contract for the sale of land with the respondent purchaser - where draft contract named a firm of solicitors as the "buyer's solicitor" and provided a reference to a lawyer employed by that firm - where the firm of solicitors named in the draft contract was contacted by the appellant's solicitors regarding changes to the draft contract - where there was no other direct contact between the solicitors while negotiations were conducted between the parties - where the parties had agreed on the terms of the contract of sale and that contract had been signed by a representative of the appellant - where appellant later decided to send an email to the solicitors named in the draft contract purporting to revoke the offer to sell - where the respondent had already faxed an acceptance of the offer before it became aware of the contents of the email that had been sent to the solicitor - whether solicitors have the authority to accept a notice of revocation on behalf of a client without express authorization - whether the respondent had ever acted in such a manner as to hold out the solicitors named as the "buyer's solicitor" in the draft contract as having the ostensible authority to accept a notice of revocation on its behalf Brentwood Properties Pty Ltd v Verduci, unreported, Supreme Court of Victoria, No 4276 of 1995, 7 August 1995, cited Freeman & Lockyer (a firm) v Buckhurst Park Properties (Mangal) Ltd & Anor [1964] 2 QB 480, applied Midland Bank plc v Serter & Anor [1995] 1 Fam Law R 1034, cited Nowrani Pty Ltd v Brown [1989] 2 Qd R 582, cited Pacific Carriers Ltd v BNP Paribas [2004] HCA 35; (2004) 208 ALR 213, applied Rossiter v Miller (1878) 3 App Cas 1124, cited Saffron Walden Second Benefit Building Society v Rayner (1880) 14 Ch D 406, cited Singer v Trustee of the property of Munro & Anor (bankrupts) [1981] 3 All ER 215, applied Victoria Park Golf Club Inc v Brisbane City Council [2001] QCA 528; (2001) 118 LGERA 107, cited White v Illawarra Mutual Building Society Ltd [2002] NSWCA 164; CA 40963 of 2000, 19 July 2002, cited
COUNSEL:	D F Jackson QC, with…