Marriott v General Electric Company Limited [1935] HCA 32

OF AUSTRALIA. 409

(HIGH COURT OF AUSTRALIA.]

ae. 4 a * he . . . APPELLANT; Derenpant,

AND

GENERAL ELECTRIC COMPANY -PLarrier,

} RESPONDENT.

ON APPEAL FROM THE SUPREME COURT OF VICTORIA.

of fifty-one per cent of issued capital in company—More formal 1, ©, or A. ct to be executed—T'o be based upon terms of original contract—Agency 1935. of purchaser authorized to sign documents necessary to complete ww ment with vendor—Agreement entered into by agent of purchaser—Equal MEuBouRNE, representation given to vendor and purchaser on directorate—Repudiation of such Feb. 26. 27,

by purchaser—Authority of agent—Ratification of contract—Estoppel. *8 Frat: 3

The appellant agreed to sell to the respondent fifty-one per cent of the Rich, Starke share capital in a company. 'The agreement provided that a more , Dich, Bvi contract should be executed, but that such contract should be based Js. 'upon the terms of the original agreement. A contract was subsequently _ drawn up carrying out the original agreement, except that it added provisions for equal representation of the vendor and of the purchaser on the directorate, 4 provision not contained in the original agreement, thus depriving the pur- chaser of the advantage which it held by acquiring the fifty-one per cent 'interest in the issued share capital of the company. 'The respondent authorized its agent to "sign and complete" on its behalf "such documents as may be eessary to complete" the agreement with the vendor. Purporting to act this authority, the agent signed the contract giving equal representation the directorate. Upon discovering the terms of the latter agreement Tespondent repudiated it, and commenced an action claiming relief from

H.C. or A.

1935. Ww

Marriorr v GENERAL Evecrric Co. Lrp.

HIGH COURT ul

Held that the authority to the agent to "sign and complete . such documents as may be necessary to complete" the agreement