Sale of property — Owners requesting lawyer to act on their behalf — Memorandum setting out terms to that effect — Lawyer concluding sale after consultation — Owners then purporting to sell to appellant as “highest bidder” — Whether “agent” entitled to conclude sale — Whether authorisation within terms of memorandum — Appeal dismissed
In January 1986 Mr Janneh, solicitor and barrister of the Supreme Court of The Gambia, was approached by a friend who asked him to act for the owners of freehold premises at 5 Leman Street, Banjul, in perfecting title and selling it by private treaty. Janneh was then given a document setting out the terms of his appointment by the representatives of the beneficiaries to the property. Thereafter the appellant made an offer for the property and also offered to cap any other offer by 20%. The appellant was informed that the respondent, Gambia Airways, had made an offer on the property and the appellant agreed with Janneh that the latter should wait until 2pm the following day for his response. Janneh in the meantime spoke to those who had authorised him and it was agreed that if the appellant had not paid by the stipulated time, he should accept the offer of the respondent, who in fact paid the purchase price at about 2.30 pm on the stipulated day. Immediately thereafter Janneh executed a memorandum of sale. The appellant was then informed that the sale had taken place. The owners wrote to Janneh that the appellant was the highest bidder and that they had no intention of selling to the respondent and in fact they purported to convey the property to the appellant. The Chief Justice found that Janneh had acted within his authority and that the respondent was entitled to specific performance. That decision was upheld by the Court of Appeal. The issue on appeal to the Privy Council was whether Janneh had exceeded his authority in selling the property to the respondent. The appellant submitted that, as a matter of construction, the memorandum did not authorise Janneh to accept an offer for the property without first obtaining approval from the representatives of the owners. If there was any doubt about the construction, the appellant further contended, Janneh, in relation to the sale, was acting as an estate agent. In particular, it was to be noted that “when a vendor merely authorises a house agent to `sell’ at a stated price, he must be taken to be authorising the agent to do no more than agree with an intending purchaser the essential term (and, generally the most essential term) ie the price. The making of a contract is no part of an estate agent’s business and although, on the facts of an individual case, the person who employs him may authorise him to make a contract, such an authorisation is not lightly to be inferred from vague or ambiguous language”: Wragg v Lovett [1948] 2 All ER 968.
Held The appeal was dismissed.
