Bolton Partners v Lambert
Ratification by a principal relates back to the time when the agent made the contract, so the third party cannot withdraw before ratification.
Facts
Mr Lambert offered to buy a sugar works from Bolton Partners. The managing director of Bolton Partners accepted the offer on its behalf, although he had no authority to do so. Mr Lambert then withdrew his offer. After he had done so, the board of Bolton Partners ratified the acceptance. The company sued Mr Lambert for specific performance.
Legal principle
The Court of Appeal held that Mr Lambert was bound. Cotton LJ said that ratification is thrown back to the date of the act done, and that the agent is put in the same position as if he had had authority to do the act at the time it was done. The contract was therefore made when the managing director accepted the offer, before Mr Lambert purported to withdraw it. The rule has been criticised, because it allows the principal to decide whether to be bound while the third party is bound, and it has been limited in later cases.
Related cases on agency
- Armagas Ltd v Mundogas SA (The Ocean Frost) [1986] AC 717
- Collen v Wright (1857) 8 E & B 647
- De Bussche v Alt (1878) 8 Ch D 286
- First Energy (UK) Ltd v Hungarian International Bank Ltd [1993] 2 Lloyd's Rep 194
- Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
- Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549
- Hippisley v Knee Brothers [1905] 1 KB 1
- Imageview Management Ltd v Jack [2009] EWCA Civ 63, [2009] Bus LR 1034
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