Court of Appeal
Supreme Court
New South Wales
- Summary available
Medium Neutral Citation: Williams Group Australia Pty Ltd v Crocker [2016] NSWCA 265 Hearing dates: 5 August 2016 Decision date: 22 September 2016 Before: Ward JA at [1];
Simpson JA at [152];
Payne JA at [153]Decision: Appeal dismissed with costs.
Catchwords: CONTRACT – guarantee – electronic signature – where director of company did not change password to system by which his electronic signature could be affixed to documents – where electronic signature affixed to application and guarantee without director’s knowledge or authority – whether director bound by application of principles of ostensible authority – whether director shut eyes to obvious to justify fixing him with knowledge for purposes of ratification Cases Cited: Brott v The Queen (1992) 173 CLR 426; [1992] HCA 5
Bruce Harvey v State of New South Wales [2006] NSWSC 1436
Chilcotin Pty Ltd v Cenelage Pty Ltd [1999] NSWCA 11
Flexirent Capital Pty Ltd v EBS Consulting Pty Ltd (2007) 14 ANZ Ins Cas 61-732; [2007] VSC 158
Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
Fry v Smellie [1912] 3 KB 282
Heperu Pty Ltd v Morgan Brooks Pty Ltd (No 2) [2007] NSWSC 1438
Hugger-Mugger, LLC v NetSuite Inc 2:04-CV-592 TC, 2005 US Dist
International Paper Co v Spicer (1906) 4 CLR 739; [1906] HCA 75
L’Estrange v F Graucob Ltd [1934] 2 KB 394
Leybourne v Permanent Custodians Ltd [2010] NSWCA 78
Morison v London County and Westminster Bank Ltd [1914] 3 KB 356
Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451; [2004] HCA 35
Petersen v Moloney (1951) 84 CLR 91; [1951] HCA 57
R v Beard (1837) 8 C & P 143
R v Beardsall (1859) 1 F & F 529; 175 ER 839
R v Forbes (1835) 7 C & P 224
R v Parish (1837) 8 C & P 94
Rowe v B&R Nominees Pty Ltd [1964] VR 477
Savery v King (1856) 5 HL Cas 627
Stuart v Hishon [2013] NSWSC 766
Taylor v Smith (1926) 38 CLR 48; [1926] HCA 16
Toll Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165; [2004] HCA 52
Turner v Webb (1941) 42 SR (NSW) 68
Vitek v Estate Homes Pty Ltd [2013] NSWSC 1764
Water Board v Moustakas [1988] HCA 12; 180 CLR 491
Williams Group Australia Pty Ltd v Crocker [2015] NSWSC 1907Texts Cited: G E Dal Pont, Law of Agency (3rd ed, 2014, LexisNexis) Category: Principal judgment Parties: Williams Group Australia Pty Ltd (Appellant)
Lee Anthony Crocker (Respondent)Representation: Counsel:
Solicitors:
IE Davidson SC with Ms LE Hulmes (Appellant)
VF Kerr (Respondent)
Results Legal (Appellant)
Broadley Rees Hogan (Respondent)
File Number(s): 2016/00010271 Publication restriction: Nil Decision under appeal
- Court or tribunal:
- Supreme Court of New South Wales
- Jurisdiction:
- Common Law
- Citation:
- [2015] NSWSC 1907
- Date of Decision:
- 23 December 2016
- Before:
- McCallum J
- File Number(s):
- 2013/212263
HEADNOTE
[This Headnote is not…
Keep reading for free
Create a free CaseChat account to read Williams Group Australia Pty Ltd v Crocker and more:
- Read every judgment in full
- Ask AI and get answers linked to paragraphs
- See how each paragraph was cited in later cases
- Download judgments as PDF or Word
One click creates your free account or signs you in.
By continuing you agree to the Terms and Privacy Policy.
Details
- Case
- [2016] NSWCA 265
- Decision Date
CaseChat Overview and Summary
The dispute in *Williams Group Australia Pty Ltd v Crocker* concerned a guarantee signed electronically. Williams Group Australia Pty Ltd (the appellant) sought to enforce a guarantee against Mr Crocker (the respondent), arguing he was bound by its terms. The appeal was heard by Ward, Simpson and Payne JJA of the Court of Appeal of New South Wales.
The central legal issues before the Court of Appeal were whether Mr Crocker was bound by the guarantee despite his electronic signature being affixed to the relevant documents without his knowledge or express authority, and whether the principles of ostensible authority or ratification applied to render him liable. Specifically, the court considered whether Mr Crocker's failure to change the password for the system used to affix his electronic signature, which allowed the signature to be applied without his direct involvement, could establish ostensible authority or constitute a wilful shutting of his eyes to the obvious, thereby justifying the application of ratification principles.
The Court of Appeal reasoned that Mr Crocker was not bound by the guarantee. It held that the principles of ostensible authority did not apply because there was no representation made by Mr Crocker to Williams Group that the person affixing the signature had authority to do so. Furthermore, the court found that Mr Crocker had not ratified the guarantee, as there was no evidence that he had shut his eyes to the obvious or had knowledge of the guarantee's execution. The court distinguished the situation from cases where a party might be deemed to have knowledge through wilful blindness, finding that Mr Crocker's inaction regarding his password did not amount to such conduct in the context of the guarantee.
The appeal was dismissed with costs.
The central legal issues before the Court of Appeal were whether Mr Crocker was bound by the guarantee despite his electronic signature being affixed to the relevant documents without his knowledge or express authority, and whether the principles of ostensible authority or ratification applied to render him liable. Specifically, the court considered whether Mr Crocker's failure to change the password for the system used to affix his electronic signature, which allowed the signature to be applied without his direct involvement, could establish ostensible authority or constitute a wilful shutting of his eyes to the obvious, thereby justifying the application of ratification principles.
The Court of Appeal reasoned that Mr Crocker was not bound by the guarantee. It held that the principles of ostensible authority did not apply because there was no representation made by Mr Crocker to Williams Group that the person affixing the signature had authority to do so. Furthermore, the court found that Mr Crocker had not ratified the guarantee, as there was no evidence that he had shut his eyes to the obvious or had knowledge of the guarantee's execution. The court distinguished the situation from cases where a party might be deemed to have knowledge through wilful blindness, finding that Mr Crocker's inaction regarding his password did not amount to such conduct in the context of the guarantee.
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.