Crédit Agricole Corporate and Investment Bank v Persons with an Immediate Right to Possess Goods & Ors

A bailee holding long-unclaimed goods has no general common-law power of sale merely because the bailor cannot be traced. However, the bailment may end under an implied term where the bailee has taken all reasonable steps to trace the bailor or successors and they remain uncontactable. The former bailee then becomes an involuntary bailee and may avoid liability for a sale where it has acted right and reasonably in the circumstances. For goods bailed after commencement of the Torts (Interference with Goods) Act 1977, sections 12 and 13 provide a statutory route to sale where the statutory conditions are met. Alternative service and declaratory relief may be granted in an exceptional, non-adversarial case where they provide practical justice and finality.

The claimant bank held 14 long-unclaimed safety-deposit boxes containing goods deposited between 1900 and 1994. The owners and successors could not be traced despite extensive investigations and public notices. Following earlier interim proceedings before Morgan J, the bank brought a Part 8 claim seeking authority to sell the contents, divided between 13 pre-1978 deposits and one post-1978 deposit.

The court had to determine the appropriate service arrangements, whether any common-law basis permitted sale or protected the bank from liability for sale of the pre-1978 goods, whether sections 12 and 13 of the Torts (Interference with Goods) Act 1977 applied to the post-1978 goods, and whether declaratory relief was appropriate.

1. Service. The court retrospectively validated service by notices posted at the bank’s premises and advertisements on the bank’s website, in the London Gazette and in the Times. Collectively, these were all reasonable steps capable of bringing the proceedings to the attention of persons affected.
2. Pre-1978 goods. There was no general common-law power to dispose of goods merely because a bailor had refused or failed to collect them. The court rejected repudiatory breach, bailment of necessity, abandonment and deemed acceptance of notice as independent bases for sale. It implied a term that the custodial arrangements would end where the bailor or successor became uncontactable and could not be traced despite reasonable efforts. The bank’s obligations had therefore ended by 2019, after which it was an involuntary bailee.
3. Applying the standard that an involuntary bailee must do what is right and reasonable, the bank had acted properly by preserving the goods, investigating ownership, seeking court assistance, advertising its intentions and obtaining professional advice on valuation and sale. It was therefore entitled to sell the pre-1978 goods without attracting liability to persons with rights to possession. This was an immunity from liability, rather than a positive common-law power of sale.
4. Post-1978 goods. The Torts (Interference with Goods) Act 1977 applies to contractual and non-contractual bailments. The bank could impose an obligation to retake delivery, and could reasonably expect to be relieved of its safeguarding duty, under section 12(1)(b) and (c). Having taken reasonable steps to trace or communicate with the bailors and being satisfied that they owned the goods, the bank was entitled to sell under section 12(3)(b). The court authorised the sale under section 13.
5. Declaratory relief and costs. The court granted declaratory relief concerning the pre-1978 goods because there was a real and continuing dilemma, the relief served a useful purpose, and it was necessary to protect the bank and potential purchasers from future claims. The bank could deduct reasonable storage, investigation, valuation and sale expenses, subject to the stated £1,000 threshold, with the balance paid into court. The precise form of order and declaration was reserved for a further hearing, and the order was to be advertised before sale.

First-instance proceedings. The judgment records earlier interim proceedings before Morgan J, who permitted inspection of the boxes and addressed the proposed constitution and service of the later proceedings in [2021] 1 WLR 3834. The present court treated those procedural conclusions as having decided the relevant issues in principle.