Estate agents’ claim for commission for finding a tenant for site of office premises–Defendants claim against third parties on the ground that defendants acted as agents only–A tangled story, but held by judge that plaintiffs’ efforts brought about introduction which was effective cause of grant of lease–Commission on RICS Scale 19 applicable–Defendants’ third party proceedings wholly fail
In this action
the plaintiffs, Hampton & Sons (a firm) sued Trade & General Securities
Ltd for commission for introducing as tenant Johnson Matthey, in respect of a
site known as The Grange, Southgate. The defendants denied that the plaintiffs
had been retained but claimed that in any case they (the defendants) had acted
only as agents and brought into the proceedings three third parties, namely (1)
Amalgamated Developers (Enfield) Ltd, (2) Stonegate Securities Ltd, and (3)
Property Investment & Finance Ltd, who, the defendants alleged, were the
principals in any transactions which resulted in liability to the plaintiffs.
P Sheridan QC
and P Ralls (instructed by Fremont & Co) appeared on behalf of the
plaintiffs; I Davies (instructed by Landau & Co) represented the
defendants; E Goldrein (instructed by Chales Buckley & Co of Manchester)
represented the first and second of the third parties; C Lindsay (instructed by
Herbert Smith & Co) represented the third of the third parties.
Giving
judgment, PAIN J said: This case concerns a claim made by the plaintiffs, who
are a firm of estate agents, against the defendants for commission in
connection with the finding of a tenant for a site of office premises. It is a
site which I shall refer to as ‘the Grange site.’ The defence put forward was that the
plaintiffs did not have any retainer from the defendants. But the defendants,
perhaps apprehensive as to the success of their defence, sought to safeguard
themselves by taking third party proceedings against three third parties. The
proceedings against all of them are on the basis that after a meeting in July
1970 anything done by the defendants, whether in regard to the plaintiffs or
otherwise, was done by the defendants acting as the agents on behalf of their
principals, namely the first, second or third third party. So far as the first
third party goes, that was a company which was incorporated on October 17 1972.
It is now common ground, since the events we are concerned with occurred in the
latter part of 1970 and the early part of 1971, that the defendants cannot
succeed against the first third party and I need say no more about them.
This is a case
which turns largely on questions of fact. It is a case which is concerned with
events that took place by and large over seven years ago. I have heard oral
evidence for some six days, and I say straightaway that after seven years
memory tends to play tricks, and I do not attach all that much weight to the
oral evidence. I attach a great deal more to what the contemporary documents,
which are fairly full, appear to show. It is common ground that ITT, which of
course is a vast concern, approached the second third party, Stonegate
Securities Ltd, in 1970 saying that they wanted a new office built and asking
whether Stonegate could assist. Stonegate of course naturally felt this to be a
valuable introduction, and they got in touch with the third third party,
Property Investment & Finance Ltd, who were largely represented by Mr
Mitchell. They also got in touch with the defendants. The third third parties
were to be financiers. The defendants were the people who were to provide a site.
On July 3 1970 they had a meeting of which we have the benefit of some notes
that were made. There were present Mr Mitchell for the financiers, Mr Swift for
Stonegate, and Mr Luck and Mr Richards and a gentleman who made the notes for
the defendants. The purpose was to discuss if a site discovered by Mr Luck was
suitable for development by Stonegate. It was decided that it was suitable.
Stonegate’s client was revealed to be ITT. I think it was said that they
already had an office development permit, or that there was hope of an ODP for
120,000 sq ft, but no site and a need urgently to find one in the Barnet area
for occupation by September 1971. The defendants’ job was to be to discover a
site, introduce the various parties, and attend to the initial formalities. The
fee for the defendants and their associates was to be £50,000 payable by
instalments as the development progressed. There were a number of other matters
that were dealt with at the meeting, but I do not think I need to go through
all of them.
So far as the
£50,000 was concerned which the defendants were to have, the reference to the
fee to be split between the defendants and their associates led to a sharing
agreement under which half was to be taken by the defendants and half by a
company called Amalgamated Developers (Projects) Ltd, which was largely
controlled by Mr Shingler because he had the major interest in Amalgamated
Developers Ltd, which was the parent company. Mr Shingler has been referred to
as wearing various hats. He appeared in this matter in three capacities, all of
them highly profitable. Firstly, he was the controller of Amalgamated
Developers, who were to get £25,000, their share in the introduction fee.
Secondly he was a partner, although he himself was not at that time in practice,
with Shingler, Risdon, the architects who, we know, got £5,000 for preliminary
plans and possibly a good deal more for later plans, and thirdly he was an
estate agent as A J Shingler & Partners. As we shall see in due course he
succeeded in extracting an introduction fee in that capacity.
So far as the
project was concerned it had four essentials: firstly a site, secondly a
tenant, thirdly it required an office development permit and fourthly it
required planning permission. At the time the arrangement was made in July 1970
none of these essentials had been fulfilled, and it was clear that if any one
of the four were missing the scheme as a whole would founder. So far as the
first essential, the site, is concerned, that matter was cleared up by a resolution
passed by the council for the London Borough of Enfield on March 16 1971. They
awarded the site on architectural
all the terms upon which it should be acquired, and there was a great deal of
very lengthy negotiation about that thereafter. With regard to a tenant,
difficulties were much greater. It was clear that for a long time ITT was the
front runner, and as long as they remained keen there was no reason why the
consortium should look elsewhere. But at some stage ITT began to cool in their
ardour, and it is accepted on all hands that by mid-April the possibility of
ITT becoming the tenant had disappeared. It is not quite clear when they began
to cool in their ardour. Maybe it is difficult to put a date on these things.
Mr Mitchell says he suspected from January onwards this had happened, though Mr
Swift seemed to be much more hopeful in January. Certainly letters were being
exchanged on the basis that ITT would become the tenant right up to April, so
it may be that with hindsight over seven years it is very difficult to fix any
reliable date, save to say that it was quite apparent by mid-April that the
thing had fallen through.
It is put
forward by the defendants that in the meantime Mr Shingler had introduced a
firm called Johnson Matthey who ultimately became the tenants of the office
site to the consortium. Mr Brooker of Johnson Matthey telephoned Mr Shingler
asking him about this site, and Mr Shingler went to see him. It would appear
from the entry in Mr Shingler’s diary that he went to see him on March 8. I
accept on the basis of that diary that was produced that there was such a
meeting on March 8. Two days later on March 10 Mr Shingler writes to Mr
Brooker, and he encloses a plan of an entirely different site on the Harrow
Road. He said he would be pleased to discuss the matter further, and then said:
‘There are other sites in which I am also involved which might be of interest,
although discussions are under way regarding these rather like the Grange,
Southgate.’ That on the face of it is
not a letter which is trying to dispose of or to introduce even the Grange,
Southgate, into the negotiations. Mr Shingler insisted in his evidence that the
Grange, Southgate, was really the main topic of conversation, and he had to
tell Mr Brooker that it was not available at the moment. But he told him he
already had a prospective tenant, and ‘as far as I was concerned, first come,
first served.’ Then Mr Shingler says he
went to see Mr Brooker on two further occasions about it. He got Shingler,
Risdon to send plans of it.
Apart from the
one meeting I reject Mr Shingler’s evidence that he went three times or that
plans were sent. In fact so far as Mr Shingler is concerned, really I find
myself unable to accept anything he says unless it is corroborated. I accept
that there was the one meeting because that is corroborated by the documents.
But I listened to him very carefully. He was in the box for some time. He gave
me the impression of being a reckless witness. Not only did he tell a story
which it seemed to me, looking at the documents, could not be true, but it
seemed to me when pressed that he said really whatever came into his head in
answer to the difficulty with which he was faced without much regard to the
truth. Mr Shingler told us that after he had been to see Brooker he said he was
in touch with Luck and Mitchell about this all the time. ‘It was such an
important thing as far as I was concerned that to speak to Luck and Mitchell
would be one of the first things I would do.’
I accept that he mentioned this to Mr Mitchell once, because Mr Mitchell
corroborates him on that. I think Mr Mitchell was a more reliable witness. I do
not accept that he told anybody else. I do not accept that the information was
passed on to anybody else. Mr Mitchell did suggest rather tentatively that he
may have told Mr Swift, but I do not accept this. Mr Swift in his evidence did
not suggest that he knew anything about this approach. In my view this cannot
be described as an introduction at all. Either Mr Shingler is to be regarded as
a part of the consortium in which case as a matter of ordinary language it can
hardly be said that he had effected an introduction when he as a member of the
consortium received a phone call; alternatively, if you regard him as not being
a member of the consortium, and I am not quite sure whether he was, he did not
introduce Mr Brooker to anybody. He merely mentioned it to Mr Mitchell, and
apparently, according to Mr Mitchell, told him there were certain difficulties.
In any case if I were wrong about that, if this were an introduction, it is an
introduction which was entirely ineffectual. If it had been an introduction
that had any effect, it is quite inconceivable that further contacts would not
have been made with Mr Brooker through Mr Shingler. Prior to mid-April every
member of the consortium must have realised, and they also had suspected
beforehand, that the withdrawal of ITT had placed the whole scheme in jeopardy
and placed the consortium in a very grave difficulty because they had got the
local authority to accept them on the basis that ITT was going to be the
tenant. They must have been desperate to find another tenant. Had it been
common knowledge among them that there was this contact, it really is
impossible to understand why it would not have been exploited.
In the
meantime P L Cope of the plaintiffs had begun to get busy. He had approached
both the competitors before the council made their award, and then he approached
Johnson Matthey. Now Mr Cope is a somewhat thrusting individual. I do not say
that by way of criticism. It may be inherent in his occupation, after all he is
an estate agent, to make money out of it. But it is clear that he creates that
impression and one sees in the correspondence how obviously his manner had
alarmed Johnson Matthey a little, because they put it in writing on March 5. Mr
Venus writes saying: ‘I feel I should put on record the fact my company has not
retained the services of your firm for the purpose of finding alternative
accommodation or for any other purpose.’
That of course is the right way to deal with the matter, making it quite
plain. At the same time as he approached Johnson Matthey Mr Cope had approached
Mr Luck, and Mr Luck had in effect put Mr Cope on ice. He said he wrote back on
March 11. ‘I made a diary note. I will certainly come back to you if I need
your assistance in connection with the letting of this development.’ In the latter part of April when it became
clear that ITT was no longer available, Mr Luck did come back to Mr Cope and
spoke to him on April 26. They had a telephone conversation. It was plain in
the course of that that Mr Luck told Mr Cope, he having taken the initiative in
having made the phone call, that their tenant had gone sour on them and was
asking Mr Cope what he could do to help. It is at this stage that one comes up
against an important conflict of fact. Mr Cope’s account of the matter is that
‘Luck telephoned me, told me the present negotiations were failing, asked would
my clients be interested. I asked what about fees. I said I might not be able
to get fees from Johnson Matthey. Would he try and handle this. He said yes of
course. The name of Johnson Matthey was disclosed. Luck was particularly
anxious to know who he would be talking to to avoid duplication. Not a word was
said about Shingler.’ That was Cope’s
account.
Luck’s account
was: ‘I said things had gone sour with ITT. Were his contacts still in the
market? He said yes. I was under the
impression Cope was talking on behalf of his clients. If Cope had asked me to
pay fees, I would not have agreed on my own behalf but would have referred it
to Stonegate and PIFL [Property Investment & Finance].’ There is the conflict which I have to resolve.
It is said on the one hand that it is inconceivable that Mr Cope would have
disclosed the name Johnson Matthey unless he had first got a promise that his
fees would be paid. It is said on the other hand it is inconceivable that Mr
Luck would have made himself liable to pay estate agents’ fees which could be
very substantial without consulting the other members of the consortium.
Between those two inconceivabilities I have to make a choice.
Had the matter
stood alone I think I would have felt that this conversation by itself did not
sufficiently prove a con-
can test it by. There is the fact in the first place that when he wrote his
subsequent letter of May 13 Mr Cope purported to ‘confirm’ what was already
said about fees. I do not attach too much importance to that. People do not all
use English very accurately, but it is something. More importantly, as I go
through the story there are several matters about which I do not think Mr Luck
is telling the truth. Thirdly in this period Mr Luck’s behaviour does not seem
to have been what one would expect from a true businessman. That being so, the
argument that he would not have engaged to pay fees without consulting the
others loses a great deal of its force. Taking all these matters into account,
I prefer the evidence of Mr Cope. I accept that fees were mentioned in this
phone conversation, and that Mr Luck said he would pay. Cope then went ahead
and at Luck’s request he fixed up the meeting which took place on May 21. It is
quite plain to me, having heard all the witnesses now, that at this stage
neither Mitchell, Lilley or Swift had any knowledge before the meeting of the
dealings between Cope and Luck or of the correspondence. Equally Shingler. It
is also clear to me at this stage that Luck, Lilley and Swift knew nothing
about Shingler’s contact with Brooker. And while Mr Mitchell knew of it, he
attached little weight to it. It is really hardly in dispute, there cannot be a
dispute on the documents, that the meeting of May 21 took place as the result
of Cope’s introduction. The contact to be made by Shingler had nothing to do
with it. Mr Luck went off on his holidays. Perhaps it may be charitable to
think that some of the mistakes he made were due to the fact that the holiday
was overdue. However, he went off on holiday and when he was away Mr Cope sent
the letter of May 13 to Mr Richards. That deals with the arrangements for their
meeting and a few other matters. Then he said at the end of the letter:
I trust that
you will not mind my confirming that in the event of Johnson Matthey or one of
their associated companies taking a lease on your development at the above
address, my firm will be looking to you for the payment of our fees in
accordance with the scale of charges as laid down by the RICS.
It would be
impossible to imagine language that was plainer. Of course Mr Richards might
have replied and said: ‘I do not know about the last paragraph. After all Mr
Luck is away. I do not know what you agreed with him. I am not committing
myself to that.’ But he did not think
that was a wise precaution. However, Richards was clearly alive to the danger
if Cope was, so to speak, pushing himself in when he had not been engaged,
because having made a note of the meeting for Mr Luck he said at the end: ‘PPS.
I have not replied to Hampton’s letter. Please do so.’ So it is clear that he realised the
significance of that last paragraph.
Then the
meeting took place on May 21. It has been suggested in evidence that Mr Brooker
was angry when he found that this was all about the Grange site and sought to
say he knew about this already from Mr Shingler. I do not accept that he was
angry. If he had been one would have expected some reference to it to be in the
contemporary note. He may have been somewhat gruff in his speech compared with
the more polished gentlemen who were dealing with him. He may well have said
that Shingler had already mentioned this site to him. But the one thing that is
clear beyond all peradventure is that it was this meeting and nothing else that
got things going. Prior to this nothing had been happening. After this meeting
things were set in train. However gruff, however awkward Mr Brooker may have
been, this was the vital meeting which got the thing going, set the
negotiations on foot which led to the lease. One really, I think, gets the
whole picture from looking at Mr Richards’ note of Mr Brooker talking about the
hoodoo site and so on, explaining his difficulties about his ODP and being
reassured about it and the door being opened to further negotiations. Mr Cope
was of course there pursuant to his letter. He suggests that he was asked to
push on with things at a short chat on the pavement afterwards. I do not
disbelieve that, but it does not accord with Mr Mitchell’s recollection and I
do not really attach any weight to a few casual words mentioned on the pavement
seven and a half years ago. I attach much more importance to the subsequent
correspondence.
Mr Mitchell
made contact with the Barnet Council about the Barnet site, and he then wrote
and told Mr Luck about this and used the phrase: ‘We have asked Hamptons to
satisfy themselves that this is so,’ that is that Barnet Council were not happy
with the proposed development. Mr Mitchell says that he thought at the time
that Cope was acting for Johnson Matthey. That I am quite prepared to accept.
Nothing had been said to Mr Mitchell or Mr Swift which would lead me to suppose
that Mr Luck had purported to engage Mr Cope as estate agent on behalf of the
consortium.
Then Mr Luck
came back from his holiday. There is no dispute on the fact that he did not
reply to the letter of May 13, but that he did go on to engage in
correspondence with Mr Cope on a basis which created the impression in Mr Cope
that he was engaged. Mr Luck, I think, had not been frank about this. He swore
an affidavit in Order 14 proceedings and he said this: ‘The question of fees
was first mentioned in the plaintiffs’ letter dated May 13 1971. I did not
reply to this letter prior to the meeting held on May 21 as to the best of my
recollection I was at this time away from the office and did not see the letter
until after the meeting. Richards went to the meeting in my place.’ So far, so good. Then:
He informed
me as did Mr Mitchell who was also present and I verily believe that it was at
that meeting Mr Cope first informed Mr Brooker that the proposed site for
office space was in fact at the Grange. Mr Brooker was not pleased and said
that it was a pity that the meeting had been arranged to discuss that site as
he knew all about it already. I verily believe that such information had been
given to Johnson Matthey by Mr Shingler. It was therefore clear at the meeting
that the plaintiffs had not introduced Johnson Matthey Ltd so that they could
not be entitled to any fee for so doing. I did not reply to the plaintiffs’
letter dated the May 13, because it seemed unnecessary to do so in the light of
the new circumstances.
Of course that
was sworn to when Mr Luck had not seen the letter which Mr Cope had sent to Mr
Brooker making it plain that the site to be discussed was the Grange site. That
view Mr Luck formed at the time; one would expect him to stick to it. When he
came to give evidence here he gave somewhat different reasons. He said he
discussed the meeting of May 21 with Richards and Mitchell.
I did not
specifically consider the defendants’ liability to Hamptons but assumed that if
there were a liability for fees it would rest with the defendants, ie the
parties interested in the equity. I did not see the documents until the first
week in June by which time I had conversations with Mitchell. I regarded the
letting of premises since Stonegate came in as not my concern. This was the
responsibility of Stonegate and PIFL. My responsibility was to secure a site.
Then in
cross-examination a slightly different slant:
‘I did not
reply because of (a) pressure of work and (b) that Mitchell had taken up the
position of negotiating with Hamptons in conjunction with Lilley. When I swore
my affidavit I was not aware of the letter of May 13.’
There one gets
all these different reasons put forward. The only common thing one can derive
from them is that Mr Luck did give his mind as to whether there was a liability
by his company to Hamptons. If he had said from the word go ‘this was all
pressure of work and I overlooked this on return from my holiday,’ one might
have felt some sympathy for him, because it is easy enough to make a mistake.
But that cannot be accepted. It is plain from his answers that he applied his
mind and that he is thinking out one excuse and then when that will not do
thinking out another. I find it impossible to think that he has been honest
about this. He may of course have realised, I know not, he did not say he had,
that he was in a difficult position because the meeting had gone
sought to say that it was all a mistake and it was not desired to instruct
Hamptons at all. Cope might therefore well have said, ‘that is all very well to
say that once I have introduced the client.’
But he could, were he acting honestly, have raised the matter then and
there but he did not. He allowed the matter to go forward. He continued to
permit Mr Cope to conduct correspondence on behalf of the consortium or
purportedly on its behalf. True, Mr Cope was pressing it, but there was no
attempt to stop him. Gradually Mr Cope was frozen out and more and more
negotiations were conducted by Mr Mitchell and Mr Swift. But this was always on
the footing that Mr Cope was willing to help, but he was not really needed.
Then once he had been frozen out he was given no further information and he,
and later W R Grainger, had to inquire how things were going before they could
get any information which showed that the development had taken place.
In 1973 Mr
Mitchell paid £5,000 or rather he advised Mr Swift, I think it is right to say,
to pay £5,000 to Mr Shingler on the basis that Mr Shingler had made the
introduction. Then a year later when Mr Grainger put forward the claim on
behalf of the present plaintiffs it was disputed. In the witness box Mr
Mitchell described it as an outrageous claim. Of course if one accepted that
the thing was due to the introduction by Mr Shingler I suppose it would have
been an outrageous claim. I doubt whether Mr Mitchell would have so described
it if he had known the facts. So much for the facts as I have found them.
I now have to
come to deal with the legal position on the basis of those facts. First of all
I have to consider the case between the plaintiff and the defendants. I have to
ask myself I think three questions. Firstly, were the plaintiffs retained by
the defendants? Secondly, if so, on what
terms? And, thirdly, was the introduction
by the plaintiffs the effective introduction of the granting of the lease? So far as the retainer is concerned it is
plain that they were retained. I hold they were retained at the time of the
telephone interview of April 26. Were there any doubt about that certainly a
retainer would have been effective on the letter of May 13 coupled with the
conduct of allowing Cope to go on to act in the matter. Secondly, if they were
retained, on what terms were they retained?
At this stage I think it is convenient to deal with the argument put
forward by Mr Davies that even if they were retained they are not entitled to
the full amount of their claim. From the letter it is plain enough that it is
to be the RICS scale. Had the matter been raised promptly so that there might
have been some argument that there was in fact in May 1971 no consensus as to
scale, it might well have been possible to suggest that there was a retainer
but that it ought to be on a quantum meruit. Somewhat reluctantly I come
to the view that the RICS scale must apply, and that scale 19 is the
appropriate scale. I say somewhat reluctantly because what Mr Cope did,
although undoubtedly valuable, would from most people’s point of view hardly
seem to be £27,500 worth of work. But I think the matter was really put very
neatly by Mr Sheridan when he said, ‘It is no ingredient in my case that the
fee is reasonable.’ That seems to me to
be right. This is the time-honoured way in which estate agents assess their
fees. The argument as to whether it is a satisfactory way is equally time
honoured. It is not for me as a judge to do more I think than recognise the
facts that exist, however curious the results may be. But I was greatly
assisted by an argument from Mr Sheridan, because I indicated to him that if I
possibly could, consistent with my duty, I would prefer to hold this is a case
for a quantum meruit. He addressed an argument to me as to the law of
contract and as to the circumstances in which the courts would interfere with
contracts which convinced me, I must say, that really there is no basis here on
which I could interfere, and that it certainly would not be open to me to give
the defendants something in the nature of a sympathy vote. Mr Sheridan will
forgive me if I do not refer to all the authorities. I simply say that it was a
very neatly presented piece of argument which I enjoyed listening to and which
was most helpful. Therefore I am bound to say that I think the contract was
payable on the scale, and in regard to this particular job scale 19 is
applicable.
That leaves
the third question as to whether this was the effective introduction. I have
been referred to several authorities. I think they are all really on the same
lines as to the test one has to look at in a case like this, and I prefer
Harman LJ’s phrase, which is the phrase he used in Bartlett v Cole
(1963) 188 EG 397 at 399. As to that, there really can I think be no doubt. It
is perfectly true that it was a long time before the contract for a lease was
signed. I have not had any detail about it, but it is apparent from the
evidence before me that that was due not to any defect in the introduction but
to some highly complicated negotiations that had to be conducted about ground
rent and planning permission and all that sort of thing. So far as the
introduction went, and it is the introduction that is the estate agent’s
responsibility, the effective introduction was made at the meeting of May 21.
That had become completely effective by July in the sense that Mr Mitchell
wrote on July 8 saying in effect that if you are serious, we are serious and we
will not try to let to anyone else. That was met by Mr Brooker, who wrote back
and said, yes we are serious and setting out the required particulars of
various things they wanted. That was what Mr Sheridan in his romantic phrase
referred to as the engagement. But from then on, whatever difficulties emerge,
Johnson Matthey were solid and they went ahead until they had taken the lease.
It is not without significance that only three days before Mr Luck had written
saying: ‘I do not think there is any prospect of doing business with GUS. I
suggest you reply to Mr Gold breaking off negotiations. Continue please to prod
Mr Brooker gently.’ So there we are, within
the same week as the engagement is announced Mr Cope is being asked to do some
helpful proddings. It is really impossible in those circumstances to suggest
that the introduction he had made was not the effective introduction so far as
the grant of the lease was ultimately concerned. So there is no escape from the
conclusion that the plaintiffs are entitled to their full claim. It has been
treated throughout this case as a claim for £27,500. I am quite prepared to
deal with it on that basis. It was originally a claim for an account, but it may
be that that is now quite unnecessary. Perhaps it is still a reamended claim
for an account, but when I have finished I will hear what everyone has to say
about that. It may be simplest to make it for the money judgment.
First of all I
ought to deal with the third party proceedings. The third party proceedings are
put, as I have already said, purely on the basis of agency. Mr Davies has done
all he can to wrestle with a proposition which really is impossible. He has
elicited evidence that it is normal practice that the developer pays the estate
agent. He has elicited answers showing that some people regarded it as
necessary to employ an estate agent once ITT had gone. But unless one can go so
far as to say in these circumstances that an agent is a necessity (I do not
think he went that far) it does not help his case, unless he can show that
there was a specific agency, that he got authority for what he did. There is
nothing from which an agency could be implied. The point was really this, that
the arrangement or agreement of July 1970 had been torpedoed by the defection
of ITT. And the parties were in a position where they would have to think
again; if they were to get the thing off the ground they would have to agree to
some variation of that arrangement. There cannot have been an agreed variation
here, because the second and third third parties did not even know what Mr Luck
was doing. It cannot be said that they had agreed to it or authorised it in any
way, nor can it be said that after the meeting of May 21 they did
In those
circumstances it seems to me the third party proceedings really fail almost in
limine. One just has not got the basic requirements for a case against the
third parties. Accordingly there will have to be judgment for the plaintiffs
against the defendants and for the third parties against the defendants.
Judgment was
given for the plaintiffs for £27,250 together with interest from the date of
the lease at 10 per cent, namely £8,175, and costs. The defendants were also
ordered to pay the costs of the third parties.
