Abadi (t/a Atlas Builders & Atlas Construction Ltd) v Al-Anizi

Where a person acts as an agent but does not identify the principal, or fails to make clear which of several corporate vehicles is involved, the circumstances may support an objective inference that the person accepted personal contractual responsibility.

An appellate court should rarely interfere with findings of fact or inferences based on witness credibility and documentary evidence. Intervention is justified only in a clear case, including where there is an error of law. A factual error will not necessarily vitiate the decision if it did not undermine the material findings.

The claimants, a builder and his construction company, claimed payment for work carried out at premises associated with the defendant and several companies. The Central London County Court awarded £53,500 inclusive of interest on two claims. Only the claim concerning executive offices at Stamford Hospital was appealed.

The defendant contended that the work had been commissioned by Projects for Health Programmes Company Limited (PHP), rather than by him personally. The appeal challenged the finding that an oral contract had been made with the defendant and alleged that the trial judge had materially erred in assessing the defendant’s credibility.

Appeal dismissed. The Court of Appeal upheld the finding that the defendant was personally liable for the executive-office works.

1. The trial judge had made a factual error in stating when the defendant had seen the letter of 26 April 1999. The error was properly described as plain wrong, but it did not undermine the judge’s conclusion on credibility. The defendant had materially changed his case, first identifying Stamford Construction Limited and later substituting PHP as the contracting party. The judge was entitled to regard those changes as damaging to the defendant’s credibility.
2. The documentary and oral evidence entitled the judge to find that instructions had been given before the letter of 26 April and that a preceding oral agreement existed. The contemporaneous documents, apart from the possible significance of the letterhead on the 26 April letter, did not establish that PHP was the contracting party.
3. The defendant had failed to make clear which, if any, corporate vehicle the claimants were working for. The executive offices were treated as the defendant’s offices, and the surrounding evidence showed that he gave the relevant instructions and assumed responsibility for them.
4. Where a person acts as an agent but does not say for whom, or fails to identify which of several corporate vehicles he represents, an objective inference may arise that he intended to accept personal responsibility. That inference was available on the facts found.
5. The decision was essentially based on findings of fact and inferences from the evidence. The Court of Appeal only rarely interferes with such findings, and only in the clearest cases. No error of law was established.

Mr Justice Bodey agreed. He considered the findings that the defendant had failed to identify the relevant corporate vehicle, had acted as the owner, and had accepted personal responsibility for the executive offices to be decisive. The order dismissing the appeal was made.

1. Court of Appeal (Civil Division): On 13 October 2006, dismissed the defendant’s appeal.
2. Central London County Court: On 14 December 2005, HHJ Serota QC ordered the defendant to pay £53,500 inclusive of interest on two successful claims, including the claim for the executive offices.