Spies v Francis - [2001] NSWSC 143

CITATION: Spies v Francis [2001] NSWSC 143

CURRENT JURISDICTION: Common Law Division

FILE NUMBER(S): SC 20602/96

HEARING DATE(S): 27/2/01-2/3/01

JUDGMENT DATE:
15 March 2001

PARTIES :

Peter Mannery Spies
(Plaintiff)
v
Murray Bowler Francis
(Defendant)

JUDGMENT OF: Newman AJ at 1

COUNSEL : P: Mr J Agius SC
D: Mr G Van Der Vlag

SOLICITORS: P: Clinch Neville Long
D: Goldrick Farrell Mullan

CATCHWORDS: Damages - breach of contract - whether documented in personal capacity or as disclosed agent - whether binding contract.

LEGISLATION CITED: Limitation Act, 1969, s14
Contracts Review Act, 1980, s57

CASES CITED: Masters v Cameron (1954) 91 CLR 353
Browne v Dunn (1893) 6 R 67
McNally v Jackson Spanney (1938) 42 WALR 27
Southwell v Bowditch (1876) 1 CPD 374
Oracle New Zealand Ltd v Price Waterhouse Administration Ltd (1996) ANZConvR 297

DECISION: Judgment for defendant.

IN THE SUPREME COURT
OF NEW SOUTH WALES
COMMON LAW DIVISION

NEWMAN AJ
THURSDAY, 15 MARCH 2001

20602/96 - PETER MANNERY SPIES
v
MURRAY BOWLER FRANCIS

JUDGMENT

1 HIS HONOUR: This is a claim for damages for breach of contract. The alleged contract is one for the sale of a business previously conducted by a company, Sterling Nicholas Duty Free Pty Limited (hereinafter referred to as “SNDF”), of which company the plaintiff was, at all relevant times, both Managing Director and a leading shareholder. On 29 October 1990, SNDF was placed into official liquidation. Mr J. E. Star as Liquidator of SNDF on 13 June 1996 assigned any rights that company might have in relation to the alleged contract to the plaintiff.

2 The alleged contract is evidenced by a document dated 14 May 1990. There is no issue in these proceedings that this document was in fact properly executed by both SNDF and the defendant on that date. However, it is the defendant’s contention that:-

(a) he did not execute the document in a personal capacity but as the disclosed agent for a New Zealand corporation, Compass Duty Free Limited (hereinafter referred to as “Compass”); and

“agreement to agree”

Masters v Cameron

(1954) 91 CLR 353

3 Furthermore, the defendant relies upon s 14 of the Limitation Act, 1969, s 57 of the Contracts Review Act, 1980 and contends that he did not have the mental capacity to enter into a contract at the relevant time, as additional matters of defence.

4 Essentially, the resolution of the issues raised depends upon the Court’s assessment of the credibility of Messrs Spies and Francis, the plaintiff and the defendant. In relation to the first issue raised, namely, whether Mr Francis was acting as the disclosed agent of Compass, I am of the view that he…

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.

Continue reading Spies v Francis

Details

AGLC: Spies v Francis [2001] NSWSC 143
Case: [2001] NSWSC 143
Decision Date: 15 March 2001

CaseChat Overview and Summary

In the case of Spies v Francis, the dispute centred on whether a contract made by an individual, either in a personal capacity or as an agent, was binding on the relevant party. The case was heard in the Supreme Court of South Australia. The plaintiff, Spies, alleged that Francis, as an agent, made a contract on behalf of another party and sought damages for the breach of that contract. The crux of the dispute was whether the contract was binding when executed by Francis in his personal capacity or whether it was an enforceable agreement when executed by him as an agent for a disclosed principal.

The primary legal issue before the court was whether the contract executed by Francis was binding when made in his personal capacity, or whether it was enforceable as an agreement made on behalf of a disclosed principal. The court had to determine the nature of Francis's authority to bind the principal and whether the principal was bound by the contract when executed by Francis in his personal capacity. This involved examining whether Spies had knowledge of the principal's identity and whether the principal had disclosed its identity to Spies.

The court concluded that Francis did not have the authority to bind the principal when he executed the contract in his personal capacity. The evidence showed that Spies was aware of the principal's identity and that Francis had disclosed the principal when entering into the agreement. As a result, the court held that the contract was binding on the principal when executed by Francis as a disclosed agent. Consequently, the court found that the contract was binding, and Francis, as an agent, did not have personal liability for the breach of contract. The plaintiff's claim for damages against Francis in his personal capacity was therefore dismissed.

The Supreme Court of South Australia ruled in favour of Francis, holding that the contract was binding on the principal when executed by Francis as a disclosed agent, and Spies's claim for damages against Francis in his personal capacity was dismissed.

Orders