Pledge

1. Morvi Mercantile Bank v. UOI – 1965 – Delivery of Possession

- Facts: Goods were being transferred by rail. Railways gave a receipt to be used to get the goods
back. The owner of the goods obtained a loan from the bank, depositing this receipt as security.
Loan was for 20,000 while goods were worth 35,000. Railways lost the goods, owner defaulted.
- Held: Delivery of possession is necessary to create pledge. Delivery can be constructive or actual.
Here, delivery of documents which enable the bearer to get possession of goods (railway
receipts) amounts to constructive delivery of goods itself and hence pledge. Pledgee will have
same remedies as owner of goods and in case of damage or loss, will have right to sue for the
full value of goods lost

2. Reeves v. Capper – 1838 – Pledge by hypothecation

- Facts: Captain of a ship pledged a chronometer to ship owner. Latter allowed former to retain
possession for a voyage and former pledged it further to third person.
- Held: First pledge valid (ship-owner had special interest). Pledgee can be by hypothecation too,
where the pledger retains the custody of the goods for a special purpose. This does not vitiate
the pledge as the legal character of the goods has changed and are now property of the pledgee.

3. Bank of Chittoor v. Narasimbulu – 1966 - Pledge by hypothecation

- Facts: Cinema projectors were pledged to bank by theatre owners who were allowed to retain
possession to keep the cinema running. Theatre owners sold the projector
- Held: Sale was subject to pledge as legal character of goods had changed.

4. Blundell Leigh v. Attenborough – In pursuance of contract

- Facts: Woman gave jewellery for valuation to merchant with the express purpose of pledging
them against a loan. Merchant further pledged goods for £1,000, gave £500 to the lady and died.
Woman claimed that no pledge had been created yet and she was entitled to receive back her
goods on paying £500.
- Held: As intention was to create pledge, it was perfected as soon as amount was advanced even
subsequent to transfer of possession. The delivery of possession need not be contemporaneous
with the advancement of the loan. A pledge comes into effect even as soon as amount is loaned,
whether before or after delivery as long as a contract of pledge is in place.

5. Bank of Bihar v. State of Bihar – Right of pawnee of retainer – Special interest of pledgee
- Facts: Pledged goods were seized by the State government
- Held: Liable to indemnify the pawnee to the extent of amount he may have realized from the
goods. A pawnee is similar to a secured creditor with respect to goods pledged and his claim is
to be satisfied first and foremost and before any other creditor.

6. Bank of India v. Yogeshwar Kant Wadhera – Duty of care

- Held: Goods were hypothecated and destroyed in possession of borrower. Surety not discharged
because as goods were never delivered to creditor, either actually or constructively, the duty of
care remained with borrower and not creditor. [Surety cannot claim benefit of S. 141 when
security is in shape of hypothecated goods.]
7. Union of India v. Shenthilnathan - Right of pawnee of retainer – Hypothecatee has no direct
right of seizure
- Held: Hypothecatee has no direct right of seizure even if the contract provides for the same. He
cannot enter the pledgor’s premises to take actual possession or lock and seal it for constructive
possession. He can do this only through a court decree to proceed against the property. At best,
what was contemplated was only a future overt act to sequester goods, that too, only by law.

8. Prabhat Bank v. Babu Ram – Right to sell - Reasonable Notice

- Facts: A pawnor, after having received notice of sale from the pawnee bank, asked for more
time, subsequent sale by the bank.
- Held: Sale held to be bad. The pledgee can sell off the pledged goods only after a reasonable
notice of the intention to sell. Court held that notice asking for more time cannot be construed
as consent to sale, which needs to be express

9. Luxmi Narayan v. State Bank of India – Right to sell – requirement of notice

- Facts: Bank sold pledged goods, but the buyer returned them due to poor quality, the bank
accordingly refunded him. The bank then sold the goods to another buyer for a smaller amount
and sued the pawnor for the balance.
- Held: Court rejected pawnee’s suit. Pawnee needs to take consent of pawnor before taking back
pledged goods already sold for a refund.

10. Lallan Prasad v. Rahmat Ali – Right to Sell

- Facts: Defendant borrowed 20k from plaintiff, gave him goods worth 35k as security. Plaintiff
sued, but the security had already been sold
- Held: The pawnee can retain or sell the pawned goods upon default in payment by pawnor. But
if the pawnee is unable to return the goods, he cannot get a decree for repayment. Where the
pawnee had sold away the goods before filing claim for recovery, he was unable to get a
favourable decree as it is necessary to return the security upon repayment
 Agency

11. National Textile Corporation v. Nareshkumar Badrikumar Jagad - Agent

- Held: Representative character and derivative authority are the distinguishing features of an
agent. He is but an extended arm of the principal and cannot claim independent rights.

12. Gordon Woodroffe v. Majid – Agent and Buyer

- Held: An agent can also be a purchaser of the principal’s goods if he pays the principal an
agreeable price after informing him that he himself is the purchaser

13. Shepherd v. Cartwright – Principal competent to contract

- Held: As a minor is incompetent to contract, any agent appointed by him is invalid and anything
done by the agent on behalf of the minor principal is void and incapable of ratification.

14. Couturier v. Hastie – Kinds of Agent, del credere

- Facts: Del credere agents sold plaintiff’s goods which were supposed to be on voyage but which
unknown to the parties had already been sold by captain owing to damage by heat. Buyer
repudiated agents sued for buyer’s failure to perform.
- Held: Agent liable. A del credere agent is required to exercise higher care and caution than a
regular agent owing to his extra reward. It is not a contract of guarantee and the agent shall be
not be liable for losses due to non-favourable market conditions. He’s not responsible to the
buyer in any way. It is a contingent pecuniary liability and not one to perform the contract in
case of default by buyer.

15. Pickering v. Busk – Creation of Agency, Estoppel

- Facts: Purchaser of hemp kept it in the custody of the broker from whom he'd bought it. Broker's
ordinary business was to buy and sell hemp, and so he sold it.
- Held: The sale was binding on the principal. Apparent authority becomes real authority
because estoppel.

16. Debenham v. Mellon, (1880) – Creation of Agency, Husband-Wife

- Facts: Defendant was the manager of a hotel, where his wife acted as manageress. They lived
together in the same hotel but had no domestic establishment of their own. The wife incurred
with the tradesman a debt for clothes, payment for which was demanded from husband
- Held: Not liable. Court said that mere fact of cohabitation did not give rise to presumption of
agency, unless it was in a domestic establishment.

17. Sims and Co. v. Midland Railway Co. – Agencies of necessity

- Facts: A quantity of butter consigned with the defendant railway company. It was delayed in
transit owing to strike. Goods sold because they were perishable.
- Held: Sale binding on owner. The transporter of perishable goods can sell off the consigned
goods to save their value, assuming the mantle of an agent by necessity where principal cannot
be contacted but is bound by the transporter’s transaction.

18. Great Northern Railways v. Swaffield - Agencies of necessity

- Facts: Horse transported from A to B. No one came at B station to take delivery of horse. As
transporter was unable to find other avenues, he placed the horse with a stable keeper for a
charge
- Held: They allowed to recover charge in capacity as agents of necessity.
19. Prager v. Blastpiel Stamp and Heacock Ltd. - Agencies of necessity
- Facts: WWI, defendant purchased fur for principal to send to Romania. But Germany occupied it
and then they sold it.
- Held: Fur would not lose value or spoil. No necessity.
- ‘Agent of necessity’ is not confined just to carriers of goods but can be expanded to anywhere
where such a need may arise. A person can act as ‘agent of necessity’ fulfilling two conditions- (i)
principal cannot be contacted, (ii) act is reasonably necessary with respect to danger, place,
distance, time etc.

20. Sachs v. Milkos - Agencies of necessity

- Facts: A allowed B to store his furniture in A’s space for free. They lost touch. Years later, A
needed that place, but all communication failed so A sold off furniture.
- Held: sale was not necessary, and A had not become an agent of B. Courts should be slow in
expanding the classes of people who are allowed to act as agents of necessity in absence of
existence of a previous contract of agency.

21. Munro v. Willmott - facts similar to above

- Held: Car parked free of cost on another’s land. Upon failure to establish communication over
several years, sold to free up space but sale found unnecessary.

22. Pannalal Janakidas v. Mohanlal, 1951 – 1. Duties of Agent, Duty to execute mandate
- Facts: Agent purchased goods on behalf of principal and realized from the latter premium
amounts but did not actually insure the goods. Goods were damaged.
- Held: Liable to compensate principal. Agent is under duty to follow principal’s mandate and
make good any loss caused due to his failure to do so.

23. Lilley v. Doubleday, All ER Rep 406 – 2. Duties of agent, Duty to Follow Instructions or Customs
- Facts: Agent was asked to store goods at godown A but he stored part of them at equally safe
godown B where they were destroyed w/o negligence on anyone’s part
- Held: Agent was made absolutely liable. Agent must follow instructions of principal with regard
to manner of transaction. Any disobedience of, or departure from the instructions makes agent
absolutely liable for loss. In absence of express instructions, prevalent custom to be followed.

24. Keppel v. Wheeler – 3. Duties of Agent, Duty of reasonable skill and care
- Facts: Agents appointed to sell a house. He received an offer which he communicated to
Principal. Next offer which was higher he did not communicate. First offer was accepted.
- Held: Agent held liable to make good principal’s loss in terms of the difference in the two prices.
Agent is to make compensation in lieu of direct consequences of negligence.

25. De Busche v. Alt, [1874-80] – 4. Duties of Agent, Duty to avoid conflict of interest
- Facts: Plaintiff consigns a ship to a Chinese company for sale at “$90,000 payable at cash”.
Company appointed a Japanese agent to sell the ship. The defendant attempted to see the ship
but couldn’t find any buyer. Bought the ship themselves and gave this amount to the company
without telling them. War broke out. Prices soared. Japanese prince buys it for $160,000.
Plaintiff came to know. Sued.
- Held: Defendant held liable because of conflict of interest. If they had informed the plaintiff
while buying, it would have been valid.
- If agent brings in his interest into the transaction (e.g. buying the property himself), he must take
consent from and acquaint the principal of all material facts. If (a) he fails to do so, or (b) if
subsequent transaction is disadvantageous to principal, he must account for any profits made.
26. Shipway v. Broadwood – 5. Duties of Agent, Duty to not make secret Profit
- Facts: Principal agreed to buy sellers’s horse provided former’s vet passes horse as sound, which
he did upon being bribed by seller even though horse was actually unsound.
- Held: Principal was allowed to repudiate the sale. Given the fiduciary relationship b/w agent and
principal, the former ought not to make any secret profits using his position as agent over and
above his usual remuneration.

27. Narandra Gajiwala v. S.P.A.M. Papmmal – 7. Duties of Agent, Duty to maintain accounts
- Held: It is the duty of the agent to render proper accounts to the principal but in special
circumstances where the accounts are in possession of the principal, the act allows the agent to
institute a suit against the principal to render accounts.

28. Ramlal Kapur v. Asian Commercial Insurance - 7. Duties of Agent, Duty to maintain accounts
- Facts: agent’s remuneration (a right) was to be calculated on basis of policies effectuated by him,
the details of which were only with the principal
- Held: A suit against principal to render accounts and enforce the agent’s right to remuneration
was allowed. Agent is allowed to sue principal for rendering of accounts as a matter of right only
when failure to do this endangers the legal rights of the agent.

29. John McCain v. Pow – 8. Duties of Agent, Duty not to delegate

- Held: Unless authorised by principal, agent cannot appoint a sub-agent and delegate powers
that require special skill and care.
- An agent has no right to appoint a sub-agent and delegate him his powers save 4 exceptions-
a. Where nature of works necessitates a sub-agent
b. It is ordinary custom to appoint sub-agents in that trade
c. Where sub-agent is performing a task not requiring any special skill
d. Where principal ratifies appointment of sub-agent

30. Calico Printers Assn. v. Barclay's Bank – Sub-agent, proper delegation

- Facts: sub-agent failed to insure the principal’s goods, which were destroyed by fire.
- Held: But, principal could not recover against principal. Where principal ratifies appointment of
sub-agent, he is bound by his actions but the sub agent is responsible directly only to the agent
who is subsequently directly responsible to the principal for acts of the sub-agent, but the sub-
agent is not directly responsible to the principal except in cases of fraud or willful wrong.

31. Summan Singh v. National Capital Bank of New York, 1952 - Sub-agent, proper delegation
- Facts: A employed B to deliver goods to D. B employed C for this delivery as the consignment
was of an overseas nature.
- Held: C delivered to wrong person but being sub-agent, escaped any liability from A. B exempted
itself from consequences of wrong delivery. The sub-agent is not directly liable to the principal
and only through the agent, who too can exempt himself from any mishap on part of sub-agent.

32. Sellers v. London County's newspaper – 1. Rights of Agent, Right to Remuneration

- Facts: Agent was appointed to secure orders for advertisements in a newspaper, the commission
in respect of an advertisement being payable when it was published
- Held: Agent was held entitled to commission on orders actually obtained by him although the
advertisements to which the orders related were not published until after the termination of
employment
33. Ayyannah Chetty v. Subramania Iyyer - 1. Rights of Agent, Right to Remuneration
- Facts: Agent engaged to negotiate purchase of house at a commission of 2 per cent on the
purchase price.
- Held: Not entitled to any commission till the completion of the purchase of the house

34. Sheik Farid Baksh v. Hargulal Singh - 1. Rights of Agent, Right to Remuneration
- Facts: Agent appointed to introduce a purchaser willing to purchase defendant’s property. He
introduced one, sale was settled, earnest money paid. But it could not be completed through
purchaser’s inability to find money.
- Held: Agent nevertheless entitled to commission

35. Green v. Bartlett - 1. Rights of Agent, Right to Remuneration

- Facts: Agent was employed to auction house, but no one purchased. One of the attendees
obtained from the agent the address of the principal and bought the house.
- Held: It was an indirect yet proximate consequence of agent’s act and hence due for
remuneration. An agent is deemed to be entitled to remuneration upon completion of his object
though his act might not have directly led to the objective.

36. Vasanji Moolji v. Karsondas Tejpal - 1. Rights of Agent, Right to Remuneration

- Facts: Agent appointed to obtain loan against mortgaged property. Agent succeeded in finding
an interested bank, but deal failed due to lack of sufficient security. The same bank, however,
through another broker did advance a loan.
- Held: It was an indirect but proximate consequence of agent’s act and due for remuneration.

37. Tribe v. Taylor - 1. Rights of Agent, Right to Remuneration

- Facts: Agent introduced investor to principal and received due remuneration. The investor
became partners with principal and advanced more sums
- Held: Agent was not allowed to claim remuneration after the first advance as his act was
proximate but not the cause of the investor becoming a partner.

38. Luxor Eastbourne Ltd. v. Cooper - 1. Rights of Agent, Right to Remuneration

- Facts: Agent introduced customer to seller, but seller refused to sell.
- Held: Agent was not given any remuneration as contract was not concluded b/w buyer and
seller. The principal’s duty to provide due remuneration does not mean that the principal cannot
himself sell or refuse to sell the property to a purchaser discovered by the agent.

39. Continental & Eastern Agencies v. Coal Indian Ltd - 1. Rights of Agent, Right to Remuneration
- Facts: Agent of a foreign company entered into a contract for the sale of machinery to the
defendant and one of the terms of the contract was that payment of commission to be payable
by the defendant would be subject to installation of the machinery, but defendant could not
make the site for installation ready, and therefore, no installation.
- Held: Agent, not being responsible for the same, entitled to commission.

40. Adamson v. Jarvis – 4. Rights of Agent, Right to Indemnity

- Facts: Agent auctioned off cattle which actually belonged not to principal but to third party who
sued agent for conversion.
- Held: Agent was allowed to recover the amount. But no indemnity in apparently unlawful acts.
The agent can claim indemnity for consequences of not just lawful acts but also for ‘apparently
lawful’ acts.
41. Attwood v. Munnings – Agent’s authority, Actual Authority
- Facts: Principal who went abroad authorised his agent and partner to carry on the business and
his wife to accept bills on behalf of his personal business.
- Held: Not bound when wife accepts bills on behalf of business. Decision criticised because agent
and third party had acted in good faith to meet the principal’s genuine business needs [Reid v.
Rigby]

42. United Provinces Govt. v. Church Missionary Trust Association – Agent’s authority, Actual
Authority
- Held: Duty of third party to make a reasonable inquiry whether the agent had the authority to
use the principal’s money for his personal purposes.

43. Humbro v. Burnard – Agent’s authority, Actual Authority

- Facts: Agent employed to write a policy document for a company. But having an interest in that
company, he made his principal liable as a surety for the company through the wording of the
draft.
- Held: Principal held liable as third party could not have known with what motive the agent wrote
a particular policy

44. Ryan v. Pilkington – Implied Agency

- Held: Implied agent cannot receive payment or give warranty unless authorized

45. Dingle v. Hare – Scope of authority

- Facts: Agent gave guarantee regarding phosphate content in manure he sold. The guarantee
turned out to be false
- Held: Principal was made liable as such a guarantee was usually given in the trade. The agent’s
authority depends upon custom and usage. If a practice common in usual course of business,
agent is at liberty to exercise that even if it is not in the knowledge of or contrary to the
principal’s instructions.

46. Robinson v. Mollett – Scope of authority

- Facts: agent was employed to procure tallow. Going as per usual practice, agent sold to the
principal his own stock of tallow
- Held: this changed the agency into a buyer-seller agreement and was unreasonable. But if the
custom or usage is unlawful or unreasonable such that it changes the nature of agency itself, or
contravenes law, principal shall not be bound by agent’s act, unless he has knowledge of it.

47. Watteau v. Fenwick – Apparent authority

- Facts: Hotel manager forbidden by owner to buy cigars on credit, but he anyways did, something
which fell under the usual authority of such agents. The third party was aware of the agent’s
position but not the limitation and acted on the agent’s ‘apparent’ authority.
- Held: Principal held liable. If the act of the agent contravenes the authority given by the
principal, but such act is within the usual authority of such an agent, a third party believes it to
be within the agent’s ‘apparent’ authority and the principal is bound by the third party’s bona
fide act.

48. Ishaq Abdul Karim v. Madan Lal – Apparent Authority

- Facts: A sent to B some potatoes as a sale but B refused to purchase them. A sent C, his agent to
sell the potatoes to someone else, but C sold it to B only at a lower price.
- Held: selling potatoes at a lower price would be under apparent authority of C and hence A
would be bound by such sale.
49. Kannelles v. Locke – Representation of Authority by Conduct
- Facts: Person checked into hotel by a person who took his luggage, gave him a receipt and room
keys, only to elope with the luggage.
- Held: Hotel-owner held liable as principal as such apparent authority could not have been
exercised by an imposter save for negligence from the owner. A representation of apparent
authority can emanate from the principal’s conduct, which includes even the absence of any
active conduct.

50. Bailey & Whites v. House – Representation of Authority by Conduct

- Facts: Principal used to order goods from the plaintiff. He had a servant whom he never
authorised nor ever sent out for buying goods. Servant was dismissed after that, but bought
goods in the principal’s name on two occasions after he was dismissed. Each time, principal paid
account in ignorance.
- Held: Principal entitled to get money back, for he had done nothing to enable the servant to
acquire an appearance of authority.

51. Panorama Developments v. Fidelis Furnishings – Representation of Authority by Conduct

- Facts: Secretary of a company hired few cars in pretext of ferrying customers of the company
but actually using them for personal benefit. He had signed the fire agreement as the secretary.
- Held: Secretary had apparent authority as secretary to do the same. Company held liable.

52. Harshad J. Shah v. LIC, AIR 1997 – Just and reasonable solution
- Held: Some act prohibits agents from collecting premiums on behalf of LIC. Therefore, implied or
apparent authority could not be inferred for that purpose

53. Fuller v. Wilson – Misrepresentations and Frauds

- Facts: Agent employed to sell property with the promise that property was free of all dues which
the principal knew it was not and he hid this fact from the agent.
- Held: Principal would be liable. Law does not mind some exaggerations by agents in order to sell
property but if such false promises are endorsed by principals, they are held liable either
through revocation of contract or a suit for damages.

54. London Country Freehold & Lease board property ltd. v. Barkley Property - Misrepresentations
and Frauds
- Facts: A purchasing flats from B. A’s lawyers inquired from B’s lawyer’s if all occupants were
paying rent regularly? B’s lawyers consulted C, the manager of B’s property if that was the case.
C said yes, a statement which turned out to be false.
- Held: B was held liable for fraudulent representations by its agent.

55. Cornfoot v. Fowke - Misrepresentations and Frauds

- Facts: A made B his agent to rent out a house. C contacted B and asked if there were any
problems with the house, to which B replied in the negative. C discovered that there was a
brothel next to the said property and declined to purchase
- Held: As neither A nor B were aware of this brothel, neither was held responsible. This judgment
has been criticized for letting innocent misrepresentation go completely unpunished.
- VM feels this is correct because it is the duty of the transferee to make due diligence; if he hasn't
found any defaults in the property - test of patent defect and test of latent defect - patent defect
then doesn't matter if he used due diligence and still didn't find it, but latent defect allows for a
claim even after due diligence - even the slightest bit of due diligence would have made him see
if the property was transferable or not. (Despite critique, this followed in Armstrong v. Strain)
56. Lloyd v. Grace and Smith – Agent’s torts
- Facts: Widow wanted to sell cottages and so consulted the firm’s clerk. He took the title deeds
and converted the property for his benefit.
- Held: Firm was responsible for fraud committed by their representative in the course of
employment. The only condition of the principal’s liability is that the act in question must be
within the course of the agency business. Therefore, principal would still be liable where the
agent committed a tort for personal benefit and not for the benefit of the principal.

57. Issac Cooke v. Henry Douglas Eshelby – Undisclosed Principal

- Facts: A was B’s undisclosed principal in transaction b/w B and C. B owed some money to C and
C planned on using set-off. But B was known to trade as both agents and principals hence C
could not ascertain B’s role here.
- Held: C wasn’t allowed to set-off against A owing to confusion regarding if B was agent or not.
An undisclosed principal can enforce contract between third party and agent provided that his
intervention doesn’t harm the third party, i.e. principal gets same rights as agent would have
had he been a principal. [But where third party does not believe the agent to be a principal or
there are suspicious circumstances, he may not be able to claim a set-off]

58. Said v. Butt (1920) – Undisclosed Principal

- Facts: A purchased a ticket from B through an agent, knowing that B would never have sold it to
him directly.
- Held: B can repudiate contract upon revelation of principal’s identity. Principal cannot intervene
where he knows that had the third party known of the principal’s existence, he would not have
traded with him in the first place.

59. Davison v. Donaldson – Third Party’s Right against Undisclosed Principal

- Held: Third parties can sue undisclosed principal where the principal paid the agent to give it to
the third party, but the agent defaulted and went bankrupt. Partners, before agreeing amongst
themselves that payment has been made, must see to that payment has really been made.

60. Collings v. Wright – Pretended Agent

- Held: It would make no difference to his liability that he honestly believed that he had the
authority in question or that, even if he did not have it, his principal would ratify his act.

61. Keighley & Co. v. Durant, [1901] – Requirements of Ratification

- Facts: A employed B as agent to procure wheat of a certain type, which was unavailable, so B
bought another quality at a higher price, hoping for ratification. Wheat prices fell and A refused
to reimburse B as B had everywhere dealt in his own name w/o mention of agency
- Held: No question of ratification. Where an agent trades for an undisclosed principal in his own
name, there is no avenue left for ratification by anyone regardless of who the agent intended to
contract for.

62. Sunil v. Maharashtra State Mining Corporation – Ratification of unlawful acts

- Facts: A fired employees of department B, which he was not allowed to fire in the first place.
- Held: No ratification could be done as A’s act was unlawful to begin with. Acts which are
themselves unlawful cannot be ratified.
63. Bolton Partners v. Lambert – Doctrine of Relation Back
- Facts: A made an offer to B, who accepted it, having no authority to do so but expecting
ratification by principal C. A retracted their offer but C ratified B’s act subsequent to withdrawal.
- Held: A could be held liable for specific performance. The contract between principal and third
party is deemed to have been entered into on the day the unauthorized agent contracted with
the third party and not the day of ratification.

64. Watson v. Davies – Doctrine of Relation Back

- Facts: Differed from above case and allowed withdrawal of offer following acceptance by
unauthorized agent and preceding ratification by principal.
- Held: Until ratification actually takes place there is no bond created. Differed from above
because the term ‘subject to approval’ used

65. Rhodes v. Forwood - Termination

- Facts: Owner of a colliery appointed a sole selling agent for coal for 7 years. Explicit clause that
agency could be terminated on reasonable notice.
- Held: Owner could sell colliery even before expiry of this period and terminate the agency

66. Turner v. Goldsmith - Termination

- Facts: Agent appointed for a period of 5 years for business that burnt down
- Held: Not allowed to terminate agency, liable for damages. Difference is that here, it was
explicitly stated that it was for a period of 7 years. Further distinction – agency was not only for
that business, so even if it burnt down, then he was still not discharged.

Sale of Goods

67. Marshall v. Green

- Facts:
- Held: It was held that if only a right to cut and enjoy the tress as timber was sold, it is an interest
in a movable property. If such a right is to extend over many years, it will be treated as an
interest in immovable property.
- The real test if whether a property is immovable or immovable is the intention behind the
transfer and the transferability of the property. For example, generally a mango tree will be
treated as an immovable property but it will be treated as movable property if it is to be cut and
used to build a house.

68. TCS v. State of AP

- Facts:
- Held: Canned (and uncanned) software can be termed as goods.
- The test to determine whether a property is goods:
o Utility
o Capable of being bought and sold
o Capable of being transmitted, delivered, stored, possessed etc.

69. Barrow Lane and Ballard v. Phillip Phillips& Co. Ltd., [1929] 1 KB 574 – Section 7
- Facts: Contract for sale of a parcel of 700 bags of Chinese groundnuts. Unknown to the seller,
109 bags had been stolen at the time of the contract. Seller delivered the remaining, buyer
refused
- Held: the buyer was not liable to take or pay for the goods. The buyer had contracted to buy a
specific amount and to take less would be to force the buyer to do what he had not contracted
to do

70. Asfar & Co. v. Blundell, [1896] 1 QB 123 (CA) – Section 7

71. Howell v. Coupland, [1876] 1 QBD 258 – Section 8

- Facts: Defendant agreed to sell to plaintiff 200 tons of regent potatoes to be grown on the land
belonging to the defendant. The defendant sowed sufficient land to grow more than 200 tons,
but a disease attacked the crop and he could only deliver 8 tons.
- Held: Agreement was held void – held to be specific goods as a specific number was agreed upon
on specific land, thus it is an agreement to sell what will and may be called specific things

72. Martindale v. Smith – Section 11

- Facts:
- Held: “not deemed to be of essence of contract of sale” – failure by buyer to pay the price in
time would not as a rule entitle seller to treat contract as repudiated

73. State of Gujarat v. Ramanlal – Section 4

- Facts: Assets of partnership were being distributed between two part-owners (partners)
- Held: Sale needs 2 parties. Post dissolution, assets are being distributed in satisfaction of their
already existing share in asset pool. Hence, they are both buyers and sellers, and only one party.
Since no 2 parties, no sale.

74. Anand Behera v. State of Orissa

- Held: Fish immovable property

75. Baldry v. Marshall, [1925] 1 KB 260 – Section 12

76. Wallis, Son & Well v. Pratt & Haymes, 1911 AC 394 (HL) – Section 13
- Facts: Defendants sold seed to the plaintiffs as common English Sanfoin on the condition that
the sellers give no warranty express or implied as to growth, description or any other matter.
The seed delivered to the buyers was actually a different and inferior seed, buyers accepted the
seed and resold it as such to other parties, to whom they were obliged to pay damages for the
mistake. The sellers contended that the condition was reduced to warranty, but this was
rejecting.
- Held: The buyer was allowed to recover damages for their loss. Though subsequent events had
prevented the buyers from repudiating

77. Rowland v. Divall, [1923] 2 KB 500 (CA) – Section 14

78. Niblett v. Confectioner’s Material Co., [1921] 3 KB 387 – Section 14
79. Moore & Co. v. Landaurer & Co, [1921] 2 KB 519 – Section 15
80. Varley v. Whipp, [1900] 1 QB 513 – Section 15
81. Reardon Smith Lines Ltd v. Hansen Tangen, [1976] 1 WLR 989 – Section 15
82. Nikolson and Venn v. Smith, (1947) 177 LT 189 – Section 15
83. Harlingdon & Leinester Enterprises v. Christopher Fine Arts, [1990] 3 WLR 13 – Section 15
84. Ward v. Hobbs, 4 App Cas 13 – Section 16
85. Burnby v. Bollet, (1847) 16 M. &; W. 644 – Section 16
86. Grant v. Australia Knitting Mills, 1936 AC 85 – Section 16