Brewer v Mann & Ors (Rev 1)

A contractual description of an historic or reconstructed vehicle must accurately identify features material to the transaction. Generic club or registration classifications do not determine contractual meaning. A pre-contractual statement of fact made to induce a contract and relied upon may amount to a collateral warranty. A hire-purchase agreement may be a bailment by description, and statutory exclusions of liability may be ineffective. Reliance losses may include payments made under a futile transaction.

Mrs Mercedes Travis Brewer bought a vintage Bentley through inter-related deposit, sale and hire-purchase arrangements involving Mr Stanley Mann, Stanley Mann Racing Limited and Fortis Lease UK Limited. She alleged that Mr Mann warranted that the car contained a Speed Six engine and that the contractual descriptions were inaccurate. The car contained a reconstructed 1927 Standard 6½-litre engine, a substantially reconstructed chassis and no continuous documentary history. Fortis terminated the hire-purchase agreement after payment arrears arose, retook the car and counterclaimed for arrears and future hire. The central issues concerned the collateral warranty, contractual descriptions, bailment by description and remedies.

1. Liability. The claims succeeded against Mr Mann, SMRL and Fortis. The car had been materially reconstructed and could not accurately be described without qualification as a 1930 Bentley Speed Six.
2. Collateral warranty. Mr Mann’s statement that the engine was a Speed Six engine was a statement of fact intended to induce the contracts, and Mrs Brewer relied on it. Applying Dick Bentley Productions Ltd v Harold Smith (Motors) Ltd [1965] 1 WLR 623 and Inntrepreneur Pub Co v East Crown Ltd [2000] 3 EGLR 31, it amounted to a collateral contractual warranty. Mr Mann was personally liable, including as agent for an undisclosed principal, and SMRL was separately liable.
3. Contractual description. “Bentley Motor Car” and “1930 Bentley Speed Six Car” meant, in context, a 1930 Bentley Speed Six with a Speed Six engine. The classifications used by the Bentley Drivers Club and DVLA did not determine the contractual description. Applying Grant v Australian Knitting Mills Ltd [1935] All ER 209, the goods were sold or bailed by description and did not conform.
4. Fortis. The hire-purchase agreement was a bailment by description. Clause 5.1 did not exclude liability prohibited by section 6(2) of the Unfair Contract Terms Act 1977. Clause 2’s deemed acceptance provision was ineffective under section 13(1)(b). Mrs Brewer retained the right to reject, although she pursued damages.
5. Remedies. Mrs Brewer recovered £94,555 jointly and severally, with an indemnity from Mr Mann and SMRL. Applying Hadley v Baxendale (1854) 9 Exch. 341 and Yeoman Credit Ltd v Odgers [1962] 1 All ER 789, the deposit and instalments were recoverable reliance losses. Fortis’s counterclaim was dismissed, and no credit for use was allowed.