Rowe v Metroll SA Pty Ltd

The dispute in *Rowe v Metroll SA Pty Ltd* concerned whether a company was bound by a contract for the supply of building materials, and whether a guarantee provided by the company's sole director extended to the South Australian supplier. The case came before the Court of Appeal of New South Wales, with Bell P, Leeming JA, and Emmett AJA presiding.

The primary legal issues before the Court were: first, whether an individual, who used a company email address and corporate signature and was closely involved with the company's sole director in finalising orders, possessed ostensible authority to bind the company to the contract; and second, whether the guarantee, which referred to a Queensland company and "each related body corporate that supplies goods or services to the Customer," could be enforced by the South Australian supplier, given its relationship to the Queensland company and similar name.

The Court reasoned that for ostensible authority to arise, the company must have represented that the individual had authority to act on its behalf, and the other party must have relied on that representation. The Court found that the use of the company email and signature, coupled with the individual's active involvement in the ordering process, constituted sufficient representation of authority. Regarding the guarantee, the Court determined that the South Australian supplier fell within the description of a "related body corporate that supplies goods or services to the Customer" as contemplated by the guarantee, thereby enabling it to enforce the guarantee.

The Court of Appeal dismissed the appeal with costs, ordering that the second respondent be renamed "ACN 149 887 061 Pty Ltd (in liq)".