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No U-turn as Court refuses to reverse a principle on principals, agents and a signature (car)

Author
Alex Davis-White

Trainee

London

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24 June 2021

A party who signed without indicating in the signature block that they were an agent was judged to be a principal to the contract.

Bernard Carl sold a Ferrari 250 GTO, without its original gearbox, for USD 44 million. The buyer, Gregor Fisken, entered into the contract via his company, Gregor Fisken Limited. The contract stated, under certain circumstances, that if Carl delivered the original gearbox (which was held by a third-party) to Gregor Fisken Limited, Carl would be entitled to an additional USD 500,000. The parties got into a dispute over shipping the gearbox. Gregor Fisken Limited tried to enforce delivery.

At first instance, the judge held that Gregor Fisken Limited was entitled to specific performance. Carl appealed. Carl’s primary ground was that Gregory Fisken Limited was not a party to the contract and therefore could not enforce it. Carl relied on the fact that Gregory Fisken Limited was described in the contract’s heading as being an “agent for an undisclosed principal”. However, the company’s signature block had no indication that it was signing as an agent.

There is a “long-standing, firmly established and recently confirmed principle of English law” that: where a person signs a contract in their own name, without qualification, they are prima facie to be deemed to be a person contracting personally, and in order to prevent this liability from attaching, it must be apparent from the other portions of the document that they did not intend to bind themselves as principal.

Following this, the Court of Appeal held that Gregory Fisken Limited was a contracting party; the company was a principal and not an agent. An unqualified signature block, with no statement as to the capacity in which the Gregory Fisken Limited signed, outweighed the description of the company as an agent in the heading. To resolve the inconsistency, the signature prevailed. Gregory Fisken Limited was able to enforce the contract as a principal without further roadblocks.

Judgment: Gregor Fisken Ltd v Carl