Hamid (t/a Hamid Properties) v Francis Bradshaw Partnership

A person who signs a contract is ordinarily a contracting party. They avoid personal liability only if the document makes clear that they sign as agent for a sufficiently identified principal, or if extrinsic evidence shows that both parties knew that they signed in that capacity.

A trading name alone will not normally identify an undisclosed company. The court applies an objective test based on information actually known to both parties. It does not impute information that could have been discovered but was not.

Although extrinsic evidence may identify a misdescribed contracting party, that principle does not displace the ordinary rule on an unqualified signature. Applications to adduce fresh evidence on appeal should clearly satisfy the Ladd v Marshall requirements.

Hamid (t/a Hamid Properties) v Francis Bradshaw Partnership concerned an engineering engagement for a furniture showroom development. The engagement was agreed orally and confirmed by a letter on Moon Furniture stationery, signed by Dr Hamid without describing him as a director or agent.

Francis Bradshaw Partnership contended that Chad Furniture Store Ltd, which traded as Moon Furniture, was the contracting client. Dr Hamid contended that he contracted personally. His Honour Judge Raynor QC, sitting in the Manchester Technology and Construction Court, determined the preliminary issue in Dr Hamid’s favour.

On the appeal, the Court of Appeal considered whether the dispute concerned the identity of a misdescribed contracting party or the capacity in which the signatory contracted. It also determined Dr Hamid’s application to introduce fresh evidence of the company’s website.

1. Appeal dismissed. Jackson LJ, with whom McCombe and Rix LJJ agreed, upheld the preliminary ruling that Dr Hamid, rather than Chad, engaged Francis Bradshaw Partnership. The court also dismissed Dr Hamid’s application to adduce fresh evidence and ordered him to pay the costs of that application.

2. The court distinguished cases concerning the identity of a party named in a contract from the present question of capacity. Extrinsic evidence may establish the identity of a misdescribed party, but the objective inquiry is confined to relevant information actually available to the parties. Their private beliefs, and matters they could have discovered but did not, are irrelevant.

3. Applying Internaut Shipping GmbH v Fercometal SARL [2003] EWCA Civ 812, an individual’s signature is ordinarily their seal upon the contract. The signatory remains personally bound unless the signature is qualified, or the document otherwise makes plain that it does not bind them personally. Where agency or corporate office is alleged, the principal or company must be sufficiently identified, or both parties must have known of that capacity.

4. The letter did not satisfy that standard. Its references to Moon Furniture, its use of “we”, and its email and website addresses did not disclose Chad as a limited company or identify Dr Hamid as its director or agent. The absence of the company name and other particulars required by the Companies Act 1985 reinforced that conclusion. The fact that Francis Bradshaw Partnership could have made inquiries did not assist it.

5. Under CPR rule 52.11, fresh evidence is exceptional on an appeal by review. The proposed website evidence could have been obtained for trial and was unlikely to affect the result. It therefore failed the first two requirements in Ladd v Marshall [1954] 1 WLR 1489.

• Court of Appeal (Civil Division): Appeal dismissed: Dr Hamid was the contracting party. The fresh-evidence application was also dismissed: [2013] EWCA Civ 470.

• High Court, Technology and Construction Court, Manchester: His Honour Judge Raynor QC determined the preliminary issue in favour of Dr Hamid, holding that he, rather than Chad Furniture Store Ltd, had engaged Francis Bradshaw Partnership.