Hamid (trading as Hamid Properties) v Francis Bradshaw Partnership

The Court of Appeal dismissed the defendant's appeal and upheld the TCC's finding that Dr Muneer Hamid, personally, contracted with Francis Bradshaw Partnership rather than Chad Furniture Store Ltd. Key legal principles applied were the distinction between identity and capacity when construing who contracted, the limited exceptions to the parol evidence rule (including admissibility of extrinsic evidence to identify a contracting party), and the approach to signature and qualification of signature (signature as the party's "seal" unless the signatory makes clear he is not contracting personally). The court also refused a late application to admit fresh evidence on appeal under the Ladd v Marshall criteria and CPR rule 52.11, holding the material could have been obtained and would not probably have changed the outcome. Statutory requirements in the Companies Act 1985 (sections 348, 349 and 351) were material to the construction of the letter and the question whether the signatory had given clear notice that he was contracting on behalf of a limited company.

Background and parties:

• Dr Muneer Hamid (sole director and shareholder of Chad Furniture Store Ltd trading as "Moon Furniture") owned the site and contracted for design and construction of a new showroom. He also traded personally as Hamid Properties. Francis Bradshaw Partnership (FBP) were engaged to provide engineering services; Barnfield Construction Ltd (BCL) were the builder.

Nature of the claim:

• Dr Hamid sued for damages arising from alleged defects in two retaining walls. A preliminary issue was tried on whether FBP had been engaged by Dr Hamid personally or by Chad Furniture Store Ltd.

Procedural posture:

• The issue was decided in the Manchester TCC by His Honour Judge Raynor QC (reserved judgment 23 November 2012) in favour of Dr Hamid. FBP appealed to the Court of Appeal (hearing 26 March 2013; judgment 2 May 2013).

Issues framed:

1. Whether the letter dated 10 March 2004 and surrounding negotiations showed Dr Hamid contracting personally or as agent/director for Chad.
2. Whether extrinsic evidence could be admitted to establish identity/capacity and, if so, whether it established Chad as the contracting party.
3. Whether fresh evidence (the Moon Furniture website from 2004) should be admitted on appeal (application under Ladd v Marshall and CPR r.52.11).

Reasoning and findings:

• The engagement was made partly orally (meetings of 8 and 10 March 2004) and partly by letter of 10 March 2004. The letter was headed "Moon Furniture", bore Dr Hamid's handwritten signature above his printed name, used the pronoun "we", but did not identify a limited company, state a company registration number, registered office or append the word "director" to the signature.
• The Court applied the modern objective approach to construction (Investors Compensation Scheme and related authorities) and the specific line of authority permitting extrinsic evidence to resolve identity. It held that signature ordinarily binds the signatory unless he qualifies it or it is clear he signs as agent or company officer for a sufficiently identified principal. The letter did not make clear that Dr Hamid was contracting on behalf of a limited company and he did not qualify his signature.
• Extrinsic evidence showing that Moon Furniture was the trading name of Chad was irrelevant because FBP had not been told that fact before contracting; the court did not impute to FBP knowledge which they did not have. Inquiries which might have been made but were not were irrelevant to the capacity in which Dr Hamid signed.
• The application to adduce fresh evidence on appeal was refused: the proposed material could have been obtained for trial and would not probably have changed the result.

Conclusion: The Court concluded that Dr Hamid, not Chad, employed FBP and dismissed the appeal.

Appeal dismissed. The Court of Appeal agreed with the trial judge that the 10 March 2004 letter and surrounding circumstances showed Dr Hamid contracted personally rather than as director or agent for Chad Furniture Store Ltd. The letter did not sufficiently indicate that the signatory was acting on behalf of a limited company; extrinsic evidence not known to the engineers could not be relied upon to change the construction; and the application to adduce fresh evidence on appeal was refused under Ladd v Marshall and CPR r.52.11.

Trial of preliminary issues before His Honour Judge Raynor QC in the Manchester Technology and Construction Court (reserved judgment 23 November 2012). Appeal to the Court of Appeal (A1/2013/0063 & 0066), heard 26 March 2013; judgment handed down 2 May 2013 ([2013] EWCA Civ 470).