Williams Group Australia Pty Ltd v Crocker

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.