Law and Another v Robert Roberts & Company

Judgment Date17 April 1964
Date17 April 1964
Docket Number(1960. 1517 P.)
CourtSupreme Court

Supreme Court.

(1960. 1517 P.)
Law and Another v. Robert Roberts & Co.

Vendor and purchaser - Estate agent's authority - Parol contract - Contract to be forwarded - Memorandum in writing - Statute of Frauds (7 Wm. 3, Ir., c. 12),s. 2.

Summary Summons.

The following statement of facts is taken from the judgment of Kenny J.:—

"The defendants in this action for specific performance are Robert Roberts & Co. (Ireland) Limited who had been tenants of the premises, 8, South King Street, Dublin, for a number of years before 1960. The lease under which they held these premises before 1960 was not proved but it was stated during the case that it would have expired in 1968. The premises consist of an entrance passage from South King Street to a large yard at the rear of 4 to 9, South King Street. In 1958 the defendants had tried to sell them by auction but did not succeed. In July, 1958, Mr. Clive Goodbody, the managing director of the defendants, called to Hamilton & Hamilton (Estates) Limited, the well-known auctioneers and estate agents, and told them that they could put the premises on their books. Mr. Ronan O'Hara, who is a senior assistant in Hamilton & Hamilton, dealt with this property.

On the 25th January, 1960, the defendants got a new lease of the premises from Mrs. Florence Jones for a term of 21 years from the 25th December, 1959, at a rent of £575 per year. This lease did not include a part of adjoining premises which had been sub-leased to Gael Linn: these premises sub-leased to Gael Linn had been included in the property which the defendants had tried to sell in 1958 and in the particulars which Mr. Goodbody gave Mr. O'Hara in that year.

In October, 1960, a Mr. Hughes, who was the manager of Mr. Garcia's business, called to Mr. O'Hara to find out if the premises at South King Street were still available. Mr. O'Hara telephoned Mr. Goodbody who told him that the premises were available and that he was anxious to get rid of them. Mr. Goodbody subsequently called on Mr. O'Hara and gave him details of the property and of the new lease. On the 27th October Mr. O'Hara showed the premises to Mr. Garcia, Mr. Hughes and Mr. Stephen Law who was acting as Mr. Garcia's solicitor. Mr. Law was unable to understand the basis on which the rent payable under the lease of the 25th January, 1960, had been calculated and on the 28th October he telephoned Mr. O'Hara asking him for a copy of the lease. Mr. O'Hara telephoned Mr. Goodbody and told him this and, on the 3rd November, a copy of the lease was sent to Mr. O'Hara, who sent it to Mr. Law. Mr. Law had already told Mr. O'Hara that his client was interested in purchasing the property and asked him to find out what the defendants would take: on the 3rd November Mr. Goodbody told Mr. O'Hara that the defendants were prepared to take £5,000 for the premises.

Mr. Law had been an apprentice in Milward, Jones, Mayne and Knapp, the solicitors who acted for Mrs. Florence Jones, and he knew that Mrs. Jones' title was a good one. When he got the lease, he noticed a discrepancy in the area. In an advertisement of the property which he had seen it was stated that the area of the property offered for sale was 13,700 square feet while the lease was of an area of 12,600 square feet. On the 4th November, Mr. Law asked Mr. O'Hara to find out if the premises leased to Gael Linn were included in the sale: Mr. O'Hara called on Mr. Goodbody and was told that they were not. On Saturday, the 5th November, Mr. Law telephoned Mr. O'Hara and asked him to call to see him at his office. When Mr. O'Hara called, he told Mr. Law that the Gael Linn premises were not included in the sale and that the property offered was that in the lease. Mr. Law told Mr. O'Hara that he had seen his client, Mr. Garcia, on the 4th November, that he had instructions to offer £4,500 for the property but that he would go to £4,750 and payment of auctioneers' fees at 21/2 per cent and that he was satisfied with everything but that his client would want possession in the first week of January. Mr. O'Hara said that he would get in touch with the defendants and would telephone Mr. Law later. There was a difference between Mr. Law and Mr. O'Hara as to the interpretation of this conversation. Mr. Law thought that he had authorised Mr. O'Hara to offer £4,750 and payment of auctioneers' fees at 21/2 per cent while Mr. O'Hara was emphatic that the only offer he had was one of £4,500. On the same day, Mr. O'Hara telephoned Mr. Goodbody and told him that he had an offer of £4,500. Mr. Goodbody expressed pleasure and was probably more pleased when Mr. O'Hara told him that he would be able to get him £4,750 and fees: Mr. Goodbody then said that he would accept that figure. Mr. O'Hara then rang Mr. Law at his home and told him that Mr. Goodbody would accept £4,750 and 21/2 per cent auctioneers' fees. On Monday, the 7th November, Mr. O'Hara telephoned Mr. Goodbody and told him that Mr. Law had agreed to give £4,750 and 21/2 per cent auctioneers' fees and that Mr. Garcia wanted possession early in January. Mr. Goodbody again expressed pleasure at the offer going through: Mr. O'Hara told him that he would write to Mr. Law and to Mr. Goodbody to confirm the offer. In the course of this conversation Mr. Goodbody said that he would have to consult his directors and that he would telephone back when he had consulted them. Later in that day, he telephoned Mr. O'Hara and told him that his directors had agreed to the sale.

On the 7th November, Mr. Hamilton, a director of Hamilton & Hamilton, wrote to Mr. Law in these terms:—

Re: 8 South King Street.

We confirm herewith that acting on the instructions of our clients, Messrs. Robert Roberts, we have accepted your offer of £4,750 and fees at 21/2 per cent for the above property.

We have asked Messrs. Robert Roberts to have a contract forwarded to you immediately. Vacant possession of the premises is to be given during the first week of January, 1961.

Messrs. Robert Roberts would like, if it were possible, to lease back from your clients all or portion of the premises on a temporary basis after the closing date of the sale. This may or may not suit your clients. Perhaps you would let us know."

Mr. Law had not mentioned a contract at any time and Mr. O'Hara put the reference to it in the letter because he knew that it is usual to have a written contract in a sale of land.

On the same day Mr. Hamilton wrote a letter to Mr. Goodbody in these terms:—

"Re: 8 South King Street.

We confirm herewith that our client, Mr. Stephen E. Law Solicitor, has agreed to purchase in trust your interest in the above-mentioned property for the sum of £4,750 and he has also agreed to pay our fees at 21/2 per cent.

Would you please be good enough to instruct your solicitors to forward a contract direct to Mr. Law at 60 Dawson Street.

Vacant possession of the premises is to be given during the first week of January, 1961."

On the same day Mr. Goodbody wrote to Mr. George Overend, a member of the firm of A. & L. Goodbody, the solicitors for the defendants, in these terms:—

"Re: 8 South King Street.

We have to-day sold the above premises for £4,750 plus fees payable to Hamilton & Hamilton at 21/2 per cent.

The purchaser is Mr. Stephen Law, solicitor, 60 Dawson Street, who has purchased it in trust for his client. Hamilton & Hamilton have asked us if you will forward a contract direct to Stephen Law this week. We have to give vacant possession of the premises during the first week of January, 1961.

If by any chance you have clients who are wishing to dispose of or rent premises with an area of between 21/2 and 3,000 square feet, perhaps you would communicate with me, as long as they are at the south side of the river."

On the 9th November Mr. Goodbody wrote to Mr. O'Hara to express regret that on going into the matter again at a Board meeting, his directors had come to the conclusion that they would have to call the sale off. The reason given was the difficulty of getting alternative warehouse premises. On the 11th November, Mr. Law wrote to Mr. Goodbody to inform him that proceedings for specific performance would be taken and, on the 11th November, Messrs. A. & L. Goodbody acknowledged receipt of Mr. Law's letter and stated that they had advised their clients that the correspondence did not disclose any contract.

From the above judgment the defendants appealed to the Supreme Court (1).

The defendants, a limited company, offered leasehold premises for sale through estate agents, H. Ltd.. O'H. (an assistant employed by H. Ltd.)showed the premises to the plaintiff, G., and his solicitor, L. A copy of the lease was furnished to L., and L. was informed that the defendants would accept £5,000 for the premises. L., from previous experience knew that the lessor held a good title. L. informed O'H. that he had instructions to offer £4,500 but would go to £4,750 and auctioneers' fees of 21/2%. O'H. telephoned C. G., the defendants' managing director, who instructed O'H. to accept £4,750 and fees.O'H. then telephoned L. and told him that the defendants would accept that figure. He subsequently telephoned C. G. and told him that L. had agreed to give that figure, and that he, O'H., would write to both parties to confirm the offer. C. G. then told O'H. he would have to consult his other directors. Later the same day C. G. telephoned O'H....

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