Criterion Properties plc (Appellants) v. Stratford UK Properties LLC (Respondents) and others, (2004)

Extract

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Criterion Properties plc (Appellants) v. Stratford UK Properties LLC (Respondents) and others, (2004)

HOUSE OF LORDS

SESSION 2003-04

[2004] UKHL 28

on appeal from: [2002] EWCA Civ 1783

OPINIONS

OF THE LORDS OF APPEAL

FOR JUDGMENT IN THE CAUSE

Criterion Properties plc (Appellants)

v.

Stratford UK Properties LLC and Others (Respondents)

ON

THURSDAY 17 JUNE 2004

The Appellate Committee comprised:

Lord Nicholls of Birkenhead

Lord Scott of Foscote

Lord Rodger of Earlsferry

Lord Walker of Gestingthorpe

Lord Carswell

HOUSE OF LORDS

OPINIONS OF THE LORDS OF APPEAL FOR JUDGMENT

IN THE CAUSE

Criterion Properties plc (Appellants) v.Stratford UK

Properties LLC (Respondents) and others

[2004] UKHL 28

LORD NICHOLLS OF BIRKENHEAD

My Lords,

1.  I have had the advantage of reading in draft the speech of my noble and learned friend Lord Scott of Foscote. I agree that for the reasons he gives this appeal should be dismissed.

2.  As explained by Lord Scott, the issues arising on this application for summary judgment were clouded in the courts below by a faulty elision of two different issues to which different principles apply. The only relevant issue on this application is whether the second supplementary agreement was a valid and binding agreement. It is accepted by Criterion, for the purposes of this application, that Oaktree's directors acted honestly. Thus this issue of validity turns solely on whether the directors who signed the agreement on behalf of Criterion did so within the actual or apparent scope of their authority. This issue, in turn, depends upon an application of ordinary agency principles, having due regard to the rule in Royal British Bank v Turquand (1856) 6 E & B 327 and sections 35A and 35B of the Companies Act 1985.

3.  Unfortunatel...

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