Boles v St. Kitts-Nevis Trading and Development Company Ltd

• Jurisdiction: Saint Kitts and Nevis
• Judge: Peterkin, J.A.
• Judgment Date: 15 March 1978
• Neutral Citation: KN 1978 CA 1
• Docket Number: No. 4 of 1977
• Court: Court of Appeal (Saint Kitts and Nevis)
• Date: 15 March 1978

Court of Appeal.

Davis, C.J.; Peterkin, J.; Hewlett, J. (Ag.)

No. 4 of 1977

Boles

and

St. Kitts-Nevis Trading And Development Co. Ltd.

Appearances:

Mr. F. Kelsick for appellant

Mr. E. Walwyn for respondent

Contract - Agency — Liability for goods and sold and delivered

Facts: This was an appeal against a judgment allowing a claim brought by the plaintiff/respondent company in the sum of $4,488.10 being the balance due and owing on the price of goods sold and delivered to the defendant/appellant at his request. The defendant denied that the plaintiff sold and delivered the goods to him at his request. The issue was whether the defendant/appellant acted as agent and was personally liable

Held: That the evidence did not support the proposition that the respondent company must have know that the appellant was an agent of the company which employed him. That from the nature and terms of the contract and the surrounding circumstances the appellant was personally liable.

Peterkin, J.A.

1 This is an appeal against the judgment of Glasgow J. allowing a claim brought by the plaintiff/respondent company in the sum of $4,488.10, being the balance due and owing on the price of goods sold and delivered to the defendant/appellant at his request.

2 An appearance was entered for the defendant/appellant who was the only defendant in the action upon whom the writ was served the second named defendant, Leon Brunesky, having already left the State. The defendant/appellant pleaded as follows at paragraphs 3 and 4 of his defence.

• “3. With regard to paragraph 3 of the Statement of Claim the first-named defendant denies that the plaintiff sold and delivered goods to him at his request or at all and he further denies that there is a balance of $4,488.12 or any amount due and owing by him to the plaintiff.

• 4. With further regard to paragraph 3 of the Statement of Claim the first-named defendant says:–

  • (i) That he is employed by the second-named defendant as General Director of the Royal St. Kitts Hotel which hotel is operated by the second-named defendant.

  • (ii) That by letter dated 30th March, 1976, in his capacity as General Director of the said hotel he requested the plaintiff to open an account for the said hotel and that thereafter the plaintiff opened an account in its books designated ‘Royal St. Kitts Hotel and Golf Course.’

  • (iii) The plaintiff's claim is for goods sold and delivered to the Royal St. Kitts Hotel and Golf Course the cost of which goods was debited to the said account.”

3 At no stage was it ever denied that the sum of $4,488.10 was owed to the plaintiff/respondent company.

4 The defendant/ appellant in his evidence stated, inter alias:

“After construction was completed, the hotel was handed over to Dr. Brunesky for him to operate as he saw fit. My connection with Dr. Brunesky was as manager of the Hotel and Golf Course, as a paid employee or hired servant. I was requested to come out and accept this post in September, 1975. The offer was first made to me in April,—1975 and I accepted in duly 1975. I took up employment, I think, on September, 18, 1975.”

5 And again,

“I am not a partner in the hotel operation. I have no proprietary interest in it whatsoever. I have never signed any cheque on the account at Barclays Bank of which there are cheques in evidence.”

6 The learned trial judge found as a fact that the defendant/appellant was employed as the manager of the Royal St. Kitts Hotel and Golf Course by Leon Brunesky and designated “General Director”. He then went on to find the following facts:–

7 On 30th March, 1976, the defendant/ appellant wrote to the General Manager of the plaintiff/respondent Company a letter which read,

“Dear Sir,

As you know the Royal St. Kitts Hotel and Golf Club is due to be officially opened in approximately two weeks time. In order to facilitate the day to day running of the hotel we ask that you allow us to open an account with your company.

Should a favourable reply be forth coming, we will attempt to keep all records as accurately as possible and will submit our payments to you promptly.

We look forward to doing business with you.

Yours faithfully,

(Sgd.) Jeremy Boles

Sir Jeremy J.F. Boles, BT

General Director.”

On 9th April, 1976, the Chairman of the plaintiff/respondent Company wrote to him in reply,

“Dear Sir,

We wish to refer to your letter of March 30, 1976, requesting that we open an account in the name of The Royal St. Kitts Hotel and Golf Club.

Our situation is such that we are only able to give limited credit facilities not exceeding one thousand dollars ($1,000) payable fortnightly, within five days after the 15th and the end of each month.

It is to be noted that this credit does not extend to Shellane (LPG), which has to be for cash as explained in a letter to Dr. Broneski, copy of which is herewith enclosed.

Wishing you every success in your undertaking.”

8 On 14th April 1976, the Chairman of the plaintiff/respondent Company sent a letter to “Royal St. Kitts Hotel and Golf Club, Frigate Bay”. The letter read,

“Attention: Dr. L. Broneski

Sir Jeremy Boles, BT

Dear Sirs,

We enclose herewith our Account to the end of March, 1976 in the amount of $1,472.84.

You will note that this is inclusive of $1,350.50 for Shellane L.P.G. which, for reasons already given, can only be supplied on a cash basis.

May we please have your cheque in settlement by the 15th instant.”

9 Notwithstanding the Company's letter of 9th April, 1976, the Company continued to supply goods to the Royal St. Kitts Hotel and Golf Course in excess of the credit limit of $1,000, and by the end of May, 1976, the sum of $4,885.15 was due to the plaintiff/respondent Company on the account.

10 On 2nd June, 1976, the defendant/appellant wrote the following letter to the Managing Director of the plaintiff/respondent Company:

“Atten: Mr. Michael King,

This confirms our telephone conversation of June 1st, 1976 informing you that Mr. Ronald Klein is now authorised to take goods and materials from your company on our behalf.

Below is Mr. Klein's signature:

Mr. Ronald Klein — (Sgd.) Mr. Ronald Klein

Yours sincerely

(Sgd.) Jeremy Boles

Sir Jeremy J. F. Boles,

BT. General Director.”

11 Acting on the letter, Mr. Klein took goods from the Company on behalf of the Royal St. Kitts Hotel and Golf Course, and the price was debited to their account. Payments were made from time to time to the Company by cheque drawn by “Leon J. Bronesky” on Barclays Bank. Bronesky left the state on or about 1st June, 1976, and had not returned up to the time of trial. After he left the defendant/appellant made payments to the Company on the said account. Most were for Shellane and were made from petty cash in a current account at the Bank of America in the name of the hotel. The defendant/appellant signed cheques on the Bank of America account. On 8th October, 1976, the Frigate Bay Development Corporation terminated Brunesky's lease of the hotel for non-payment of rent. As at 10th September, 1976, the date of the last entry on the account, the sum of $4,488.10 was due and owing to the plaintiff/respondent Company.

12 Among the conclusions reached by the trial Judge are the following:

“Neither the Royal St. Kitts Hotel and Golf Club nor the St. Kitts Hotel and Golf Course is a legal person. It follows that neither of them can be a principal. The plaintiff Company was aware of this. The first-named defendant did not disclose in his letter the 30th March, 1976 that he was acting as an agent. The words ‘General Director’ after his name at the foot of the letter do suggest that he was acting as an agent. Even if those words suggest that he was acting as an agent, the first-named defendant never disclosed to the plaintiff Company the name of his principal.”

13 After referring to paragraph 516 of Halbury's Laws of England, Vol. 1, 3rd Edition, he went on to state that in his view the first-named defendant (the defendant/appellant) was personally liable for the payment of the sum of $4,488.10.

14 The grounds of appeal are,

• (1) That the finding of the learned trial judge that the words ‘General Director’ after the name of the appellant at the foot of his letter of 30th March, 1976, to the plaintiff/respondent do not suggest that he was acting as an agent is unreasonable having regard to the evidence.

• (2) That the learned trial judge erred in law in holding that the defendant/appellant is personally liable for payment of the sum of $4,488.10 claimed by the plaintiff/respondent.

• (3) That the judgment of the learned trial judge is against the weight of the evidence.”

15 Paragraph 516 referred to by the trial judge reads,

“516. Fact of agency not disclosed. Where a person makes a contract in his own name without disclosing either the name or the existence of a principal, he is personally liable on the contract to the other contracting party, though he may be in fact acting on a principal's behalf.”

16 Bowstead on Agency in the...