Crook v Keen

A disclosed agent who sells goods for a principal does not incur personal liability for an implied warranty of title. An agent may be liable where the purchaser lacks knowledge of the agency, but that consequence does not arise where the purchaser knew the seller acted for the principal.

An appellate court may uphold factual findings despite brief reasons where the evidence as a whole entitled the trial judge, who heard the witnesses, to reach them. Material inconsistencies in a witness’s accounts may support adverse credibility findings and the inferences drawn from them.

Mr Lee’s Caterham motor car was removed from a car park by Mr Keen, acting under an arrangement with Metropolitan Car Parks Ltd. Mr Crook later bought the car from Mr Keen for £4,000, but neither purchaser nor seller acquired title because the car had been lawfully parked and the company had no right to remove or sell it.

The county court ordered the car’s return to Mr Lee and dismissed Mr Crook’s Part 20 claim against Mr Keen. Mr Crook appealed, alleging an implied warranty of title and misrepresentations. The central issues were whether Mr Keen sold as the company’s agent and whether Mr Crook knew of that agency and that Mr Keen was not the owner.

1. Appeal dismissed. Although the judge’s reasons could have been fuller, the evidence entitled her to find that Mr Keen acted as Metropolitan Car Parks Ltd’s agent when arranging the car’s removal and sale.

2. The written statements of Mr Keen and Mr Marks described an arrangement under which Mr Keen removed and disposed of the car on the company’s behalf and would account for any surplus. Their oral evidence was inconsistent in places, but each substantially maintained that Mr Keen acted for the company. The judge, having seen the witnesses, could give limited weight to hypothetical answers about accounting and assess the practical reality of the arrangement. Mr Keen’s repairs, temporary use of the car and steps concerning its log book did not compel the conclusion that he had become a principal seller.

3. The judge was also entitled to find that Mr Crook knew both that Mr Keen was acting for Metropolitan Car Parks Ltd and that he was not the car’s owner. Mr Crook’s witness statement and oral evidence contained material inconsistencies. His account of the vehicle’s history, including the company’s asserted right to dispose of it, supported the inference that he knew of the agency. The judge was entitled to reject his evidence as unreliable.

4. Consequently, Mr Keen was not personally liable on an implied warranty of title because he sold as agent for a disclosed principal. The alleged misrepresentation claim failed for want of evidence, and liability as agent for an undisclosed principal could not arise because Mr Crook knew of the agency. The appeal was dismissed with costs, subject to detailed assessment.

• Court of Appeal (Civil Division): dismissed Mr Crook’s appeal in [2007] EWCA Civ 121.
• Central London County Court: Her Honour Judge Diana Faber ordered return of the car to its owner and dismissed Mr Crook’s Part 20 claim against Mr Keen.