Worboys v Carter and another

Agency — Assignment of tenancy of agricultural holding — Application under RSC Ord 86 for summary judgment for specific performance of contract to assign — Trial of preliminary issues — Appeal from decision of deputy High Court judge — Whether land agent had authority to enter into contract on behalf of tenant to assign tenancy — Whether, if not, tenant was bound by reason of ratification or estoppel — Tenant, who never really wished to assign his tenancy, failed over a period to make his attitude or intentions clear and conveyed a definite impression to the proposed assignee that the matter of the contract would proceed to its normal conclusion — Proposed assignee in fact sold his own farm under this belief — Deputy judge decided in favour of proposed assignee and ordered specific performance on the ground that, although the land agent concerned misunderstood the position and had no authority to enter into a contract to assign, the tenant’s conduct amounted to ratification of the contract or created an estoppel preventing him from denying its existence — Court of Appeal, after dismissing a pleading issue, affirmed the deputy judge’s decision, but preferred not to rest it on the ground of ratification, as it was clear on the evidence that the tenant never wished to be bound by the contract in question — There was, however, ample material to support the judge’s conclusion that the tenant was estopped from disputing the existence of the contract — He had failed to disillusion the proposed assignee, who had made clear his belief that he had a binding contract to acquire the tenancy — Appeal dismissed The following case is referred to in this report. Spiro v Lintern [1973] 1 WLR 1002; [1973] 3 All ER 319, [1973] EGD 961; (1973) 227 EG 2045, CA This was an appeal by Clifford Aubrey Carter, tenant of Lower Ledge Farm, Dyrham, Avon, from the decision of Judge Paul Baker QC, sitting as a deputy judge of the Chancery Division, in favour of the respondent, William Mather Worboys, on preliminary issues framed by Master Chamberlain following the application by Mr Worboys as plaintiff for summary judgment under Ord 86 for specific performance of an agreement to assign the tenancy of the farm. The preliminary issues were framed with a view to possibly avoiding the trial of other issues between the various parties. The appellant, Clifford Aubrey Carter, appeared in person; Roger Cooke (instructed by Park Nelson & Doyle Devonshire, agents for Cartwrights, of Bristol) represented the respondent, plaintiff below, William Mather Worboys; Timothy Lloyd QC (instructed by Reynolds Porter Chamberlain, agents for Wansbroughs, of Bristol) represented the second respondents, King Miles with Berry Bros. Burges Salmon, solicitors, of Bristol, the third party in the action, were not represented. Giving the first judgment at the invitation of Watkins LJ, WOOLF LJ said: This is an appeal from a judgment given by His Honour Judge Baker sitting as a deputy High Court judge of the Chancery Division on August 2 1985. The parties before the court on that occasion were the first defendant, Mr Clifford Aubrey Carter, who since 1952 had been a yearly tenant of Lower Ledge Farm, Dyrham, that tenancy being one to which the Agricultural Holdings Act 1948 applied. Although Mr Carter had been a tenant of this particular farm since 1952, it appears that he has farmed the area, as indeed had his family, for many more years than that. The plaintiff, Mr William Mather Worboys, commenced proceedings against Mr Carter on the basis that Mr Carter had agreed to assign his holding in the farm to Mr Worboys and Mr Worboys sought specific performance of that agreement to assign. The second defendant, a firm of surveyors and land agents, was joined as a party to the proceedings because it was the contention of Mr Carter that the agreement had been entered into by a consultant with that firm who had no authority to act on his behalf. Consequently the plaintiff alleged, as against the second defendant, in the alternative to the claim against the first defendant, that the second defendant had acted in breach of their warranted authority. The third party was the firm of solicitors which was acting in relation to the proposed assignment on behalf of the first defendant. The second defendant sought an indemnity in respect of its liability, if any, to the plaintiff for breach of warranty from that firm in respect of the legal aspects of the assignment. As a result of the proceedings having been commenced and pleadings having been filed, an application was made for specific performance by the plaintiff under Order 86 of the Rules of the Supreme Court. The application having come before Master Chamberlain, he took the view that it was an appropriate case in which to order the trial of preliminary issues, those preliminary issues being ones which could have the result of avoiding the trial of the other issues between the parties. The order which Master Chamberlain made on November 1 1984 set out the issues, which were as follows: (i)    whether the second defendant had authority to sell Lower Ledge Farm Dyrham as agent for the first defendant and if the second defendant did have such authority whether such authority was actual implied or ostensible authority; (ii)   if the second defendant did not have authority to sell the said farm as agent for the first defendant whether the first defendant has acquiesced in and/or is estopped from denying and/or has ratified the said sale. The issues were framed in that way because there was no dispute that if Mr [Roger D] Clark [of King Miles, surveyors] had the first defendant’s authority to enter into a contract, he would have entered into a binding contract to sell the first defendant’s interest in that farm on September 15 1983. Although the master hoped that by taking this course it would lead to a substantial saving of costs, in fact the hearing before the learned judge lasted 15 full days and two part days, 14 witnesses were called and a substantial volume of documents had to be considered by the learned judge. In relation to the two issues, the findings of the judge were as follows. First, and in regard to the first issue, that Mr Clark had no authority of any sort to enter into the contract made on September 15 1983. He therefore came to a conclusion on that issue which was in favour of Mr Carter, the first defendant. However, in relation to the second issue, the learned judge came to the conclusion that although the contract had been made without authority there had been ratification, that the first defendant had acquiesced in the making of that contract and that he was estopped from denying the existence of the contract. It is in relation to the finding of the learned judge in respect of the second issue that the first defendant appeals. Having come to the view that he did on the second issue, the learned judge correctly concluded that his determination meant that the first defendant no longer had any defence which was open to him and on that basis made an order of specific performance. However, I will have to go, in the course of this judgment, into that decision of the learned judge somewhat more fully, particularly as it is the first defendant’s contention that the learned judge in any event was not entitled to make such an order. Mr Carter before the learned judge was represented by Mr Spens and had legal aid for the purposes of conducting his defence. However, for the purpose of this appeal he is no longer in receipt of legal aid and in consequence has had to argue the matter himself. I would like straightaway to acknowledge the courteous manner in which Mr Carter has sought to advance his appeal. It is not by any means an easy matter for a layman to argue, and the court has been greatly helped, and indeed Mr Carter has been greatly helped, as he generously acknowledges in a document which he put before the court today, by the assistance which has been given by counsel appearing on behalf of the plaintiff, that is Mr Cooke, and Mr Lloyd appearing on behalf of the second defendant. The notice of appeal which was settled by counsel on behalf of Mr Carter does set out succinctly the grounds relied upon but, in addition, the court has had an exceptionally full skeleton argument prepared on behalf of the plaintiff and the second defendant. The skeleton argument runs to 32 pages. Normally a skeleton argument of that length would be the appropriate subject of criticism. However, the court appreciates that what counsel were anxious to do was to make sure that the skeleton argument would clearly and fairly put before this court, not only the arguments on behalf of the respondents to this appeal, but the matters which necessarily have to be considered by this court in order to consider the arguments which Mr Carter would wish to seek to put before this court, and the skeleton does help greatly from that point of view. In addition, the court has seen two notes prepared by Mr Carter in the form of written submissions and has also seen an advice which Mr Spens gave which sets out the matters on which he relies in support of the appeal. Furthermore, the court has had read out to it, without objection by counsel, the opinion which was given by leading counsel in respect of technical issues to which I must make reference later. The combined effect of those documents is supplemented, finally, by a summary of the argument advanced by Mr Spens before the learned judge which sets out the way the matter was being argued on behalf of Mr Carter in the court below. The combined effect of this material has meant that this court can say with confidence that there is no question here of any point that Mr Carter would wish to advance not being brought to the attention of this court, which is a happy outcome, bearing in mind the difficulties with which Mr Carter is faced, to which I have already made reference. Turning to the notice of appeal as a convenient summary of the arguments and points which are made in those various documents, one finds that the appeal falls into two main compartments. The first compartment is the one which raises what I will call for convenience ‘the pleading point’. That is the point that in the reply and defence to the counterclaim which was served on behalf of the plaintiff the reply is confined to joining issue with the contentions advanced by the first defendant, whereas the allegations of facts which are relied upon as creating the ratification, acquiescence and estoppel are only set out in the counterclaim. The second principal argument is an argument which is designed to rely on the fact that before there can be ratification the person who is alleged to have ratified the acts of his unauthorised agent must have knowledge of the material circumstances, and here it is contended that Mr Carter has throughout the relevant period had no knowledge of the vital matters. The way the notice of appeal is framed and the way the matter is set out in the advice of Mr Spens will have to be gone into in somewhat more detail later, but what I have already said indicates the basic thrust of the notice of appeal. Turning to the facts, I can deal with these more shortly because of the fact that it is not now in dispute that Mr Clark had no actual or implied authority to enter into the contract which was the subject-matter of these proceedings. By the summer of 1983 Mr Carter had fallen on difficult times. The family was described in the judgment as being in dire financial straits; that was partly because of a long-standing dispute which Mr Carter had with the Milk Marketing Board. In the result, the farm had become run down, and it was in a state which could give rise to problems with regard to the obligations which Mr Carter owed to his landlords under his tenancy agreement. Those difficulties were not helped by the fact that on July 14 of that year Mr Carter was sent to prison for six months for VAT frauds, the position being that he had not anticipated that this would be the consequence of his having committed these offences, and he made no provision for the running of the farm in his absence. As a result of Mr Carter’s going to prison, Mrs Carter was put in a great deal of difficulty: creditors were pressing, and she sought the assistance of Mr Densham, who was the partner of the third party from whom the Carter family used to seek advice. As a result of this initiative on her part, she received a visit from Mr Clark, who was accompanied by a Mr Counsell, who was a cousin of Mr and Mrs Carter. Consideration was given as to what steps could be taken to deal with the present situation. One of the fortunate features, as it appeared to Mr Clark and Mrs Carter, was the fact that the tenancy agreement of Mr Carter unusually had a provision which allowed him to assign, with the consent of his landlords, which consent could not be unreasonably withheld. The provision of a right of assignment of that sort in an agricultural tenancy of this nature was highly unusual and was a right which it was anticipated by Mr Clark could be one which was of limited duration because legislation was being discussed which could affect the rights of agricultural tenants to assign. That was expected legislation of which not only was Mr Clark aware but also was Mr Densham. Having regard to the financial difficulty that the Carters were in, the state of the farm and the possibility of legislation, Mr Clark clearly formed the view that the obvious course for the Carters to take was to seek to assign the farm for a premium. Inquiries were therefore made of possible purchasers, and in fact three possible purchasers were found, one of whom was the plaintiff, who had consulted another member of the second defendant firm, Mr Jenkins. Inquiries were also made of the landlords to ascertain whether they would be interested in acquiring the farm, but they were not in fact prepared to make any offer which would be of any value. As a result of the effort to find possible purchasers, on September 14 Mr Clark visited Mr Carter in prison. His reasons for visiting were to obtain authority from Mr Carter for the sale of the farm by tender. Mr Clark found that Mr Carter was very unsympathetic to the whole idea of a sale of the farm, and there came a stage at the meeting in prison which was clearly one which was not going well, having regard to Mr Clark’s views as to the preferable course to be adopted by Mr Carter, when Mr Clark was on the point of washing his hands of the whole situation and leaving Mr Carter without obtaining any authority of any sort. However, Mr Clark, having made his intentions known to Mr Carter, eventually left with a document which was signed by Mr Carter, but that document was the type of document which was normally signed by a tenant who wished to instruct a land agent to act on his behalf and in fact did not in any way authorise Mr Clark to sell the property. Mr Carter says it is the sort of document he would sign every three years, and it does no more than appoint Mr Clark as Mr Carter’s valuer and agent to ascertain, determine and agree on his behalf all matters and questions arising as between landlord and tenant in respect of the holding, whether arising under the various Agriculture Acts or otherwise, with full power and authority in the case of disagreement to refer such matters or questions to arbitration. In signing that document, Mr Carter did not intend to authorise Mr Clark to sell his interest in the farm. However, Mr Clark misunderstood the situation and thought that he was in fact given an authority which he did not have. In relation to that authority the learned judge said this: . . . it is perfectly clear it did not in its terms — and it is accepted to be so — authorise the transfer of the tenancy by assignment to another. But it has been suggested to me that nevertheless there might be some oral authority given by Mr Carter wider than the document which is too restrictive for the purpose. Of course, theoretically it is possible that some wider, oral authority can be conferred at the same time as a more limited one is given in writing. The evidence may amount to that. The learned judge then went on to say that it was quite clear that in this particular case Mr Carter had not supplemented the written authority. However, the learned judge did say that Mr Clark believed2 that he had obtained an authority from Mr Carter which he had not in fact received. Having received what he thought was authority to entitle him to do so, on September 15 Mr Clark accepted a tender from Mr Worboys. The terms of that tender are relevant: 1      The tenancy of the above farm is to be assigned with effect from October 31 1983. 2      The assignor will give possession of the farm on this date with the exception of the semi-detached cottage which is sub-let. The assignee may enter upon the land prior to October 31 for the purpose of carrying out work or Autumn cultivations. 3      The assignment is subject to the consent of the landlords in accordance with Clause 2(2) of the tenancy agreement and the assignor will use his best endeavours to obtain such consent. Mr Worboys had submitted his tender together with a letter which provided that: The Assignment of the Tenancy is conditional upon the Landlords consent being obtained within three months, failing which I shall have the right of extending the period or having my deposit returned to me. I would also expect to be paid compensation for any works carried out at the farm rendered useless by lack of the Landlords Licence to Assign. The deposit will be held by yourselves as stakeholders and the balance only payable when the Landlords Licence to Assign has been completed. Having accepted that tender, on September 20 Mr Clark wrote to Mrs Carter a letter, which was seen by Mr Carter, which commenced by saying: . . . I write to confirm that I have now written to Mr Worboys of Bruton accepting his Tender of £80,000 subject to the landlords’ approval, for an assignment on October 31. Whether or not this date can be adhered to depends, of course, on the reaction of the landlords. He later went on to say: When you next write to Clifford that is Mr Carter would you please explain the position to him thus far. When I saw him at Horfield on the 14th he asked me the position regarding an assignment of the tenancy and I explained to him that it was essential for this to be done before the new Agricultural Bill comes before Parliament during this session, when we are told that one of the promised changes in the legislation is to prohibit the assignment of farm tenancies. This factor, coupled with the financial position and the threat by the landlords to bring bankruptcy proceedings or to serve a Notice to Remedy Breaches of the Agricultural Contract of Tenancy, both of which may give rise to an unchallengeable Notice to Quit, all emphasise the need for speed in dealing with the assignment, and I assured Cifford that we would do everything possible to assist him to make the best of the unfortunate circumstances in which he finds himself. I explained the necessity for him to sign a Form of Appointment for me to act on his behalf in order that I could negotiate with the landlords and possible future tenant on his behalf, and I am pleased to say that he accepted the need for this. The attitude of Mr Carter, reflected in the letter to which I have just made reference, was not borne out by subsequent events, and indeed on October 25 Mr Carter wrote to his wife saying that he would be home in just over two weeks and asking her to: Tell Roger Clark to hold everything until I get back, there is no worry about the Law changing. He later says: Sorry to give you the job to tell Roger that is Clark but I think it would be better than me writing. The solicitors acting for the Worboys were a firm called Cartwrights. On October 26 1983 they wrote to the second defendants seeking confirmation that they had authority to bind Mr Carter in the transaction. Mr Clark wrote back on October 27 in these terms: Mr Carter has signed an Authority for us to act as his Agents in all matters connected with the tenancy in accordance with the Agricultural Holdings Act of 1948. That answer, of course, referred to the document which did not in fact authorise Mr Clark to enter into the assignment contract which he did. However, this was not appreciated, apparently, by Cartwrights, and perhaps their understanding of the position is not unreasonable having regard to the fact that they had previously written to Mr Carter’s solicitors on the same subject and had an intimation that, whereas Mrs Carter had no authority to bind her husband, Mr Clark was thought to have such authority. On November 22 Mr Carter was released from prison, and when he returned home he found that employees of the plaintiff were working the land. Thereafter, it is quite clear that Mr Carter was most reluctant to give any intimation as a result of the approaches which were made to him of a date on which he was prepared to vacate his farm. It is clear, having regard to the submissions which have been made to this court by Mr Carter and the documents that we have seen, that the fact of the matter is that he did not want to sell his farm. However, he addressed such protests as he made, so far as the judge’s findings were concerned, not in the direction of the plaintiff, Mr Worboys, but, even on his own account, towards Mr Clark. On December 8 the consent of the landlords to the assignment was received, and thereafter it is clear that the Worboys were anxious to proceed. They visited the farm on December 13, and again on December 14, and I should refer to the passages in the judgment which deal with those visits, which are extremely important, having regard to the arguments which are advanced in relation to the appeal. As to December 13 the judge says: Mr and Mrs Worboys came over and were entertained by Mr and Mrs Carter and it was a pleasant social evening for the most part, almost to the end of it. But even then there was no real unpleasantness about it. The only matter of business occurred very much towards the end, and Mrs Carter puts it this way. I do not think I need deal with the Worboys’ evidence; there is no real controversy about the matter on this part of it. Mrs Carter said: ‘About 15 minutes before they left Mr Worboys got to his feet and said ‘Now, let us talk about the farm’. I thought there was now going to be some unpleasantness. My husband said he would ring Clark in the morning. Worboys said ‘You must understand, we have plans to make and we would like to know when you will vacate. Can you give us a date?’  My husband said he could not give them a date; he would ring Clark. I was wishing that he would come straight out and say that he would not give up the farm’. She went on later: ‘I was irritated for him not making himself clear’. Mr Worboys then dropped the subject and looked at some ornaments, or something of that sort, and then, when Mr and Mrs Worboys had departed, she said: ‘I turned to my husband, and I said ‘They are nice’ and he replied he did not like the way they spoke about the matter. ‘He is certainly not going to take over the farm’. I said ‘Well, why in the name of heaven didn’t you tell them so?’  and his reply was that Roger has got them and Roger must get them out. ‘He took on the responsibility and I will ring him in the morning and tell him so’.’ Mr Carter said: ‘Just before Worboys left he said ‘What about this farm?’  I said I would ring Clark in the morning. I was not as belligerent as I should have been and I was worried about going back to prison., I did not tell them I was not going to go. I thought Clark could do that better than I could.’ So that was the way that matter ended and one notices that there is no communication to the Worboys that the whole deal has got to be called off, that Mr Carter is not going and that he has never agreed to the sale or anything of that sort. The Worboys were left to go away under the impression that all that had to be fixed was the date for moving and completion of the contract, not that the whole contract was going to be called off. On December 14 Mr Worboys was planning to sell his own farm by auction and, naturally, in the circumstances, he was anxious to obtain an agreement by Mr Carter as to when he was going to give up possession. He attended again at the farm, and this time he had with him a letter, the relevant part of which reads as follows: Further to our meeting on Tuesday December 13 I write to confirm the agreement between us that I will give you vacant possession of the above property on March 1 1984, in exchange for which you agreed to pay me the balance of the consideration for the assignment of my tenancy of the farm. The learned judge says with regard to that letter: I do not find that there was any agreement as to March 1. That was the last date that Mr Worboys was prepared to agree to; the latest practical date for him was March 1, and what he was hoping to get Mr Carter to agree to, having spoken to Mr Clark, as he understood it, in the morning. Mr Worboys went and he was some time there trying to persuade Mr Carter to agree to this but Mr Carter persisted in his refusal to sign any such document. Mr Worboys said that he, Mr Carter, wished him luck with the sale of the farm, when finally he had to leave in order to be in time for the sale, though Mr Carter advised him not to sell, according to his evidence. Having got back and reported this position to his solicitor, they decided to go ahead. He was advised by his solicitor [that is Mr Worboys’] that ‘If they do not leave, then you can go for specific performance’, and on that assurance Mr Worboys went ahead with the sale of the farm, and it was sold. I accept that on that occasion also Mr Carter did not say categorically to Mr Worboys that he was not going in any event and that he did not recognise the contract. And the learned judge goes on to explain why he took that view. There was a third visit by the Worboys family to the farm on January 9 of the following year. The learned judge says with regard to3 that visit: . . . the Worboys family turned up at the farm, particularly Mrs Worboys with all their children and some other children . . . Mrs Worboys told me this about it: ‘On January 9 some measuring up took place. Mr Carter welcomed us at the door. We introduced him to the children, went into the kitchen. When it was finished we sat and had coffee and I asked whether Mr Carter had visited the properties his wife was interested in. He said he had visited one, but passed no comment. He did not object to our presence. He was more than friendly. He did not co-operate in the measuring up, apart from making us coffee.’ Somebody who had accompanied them and who was also a witness said that Mr Carter had told them to go round the house and carry on. Mr Carter in giving evidence in regard to this, according to the learned judge, said: They all came in and took over. I knew they were there to measure up. I could not see the point of their measuring up. My wife told me off: ‘You should not have let them in’. But they were a friendly family. It was not my duty to say ‘No point in measuring up’. I did not check with Clark between the 12th December and 16th February; it should not have been necessary. The learned judge said: Once again we find that there was no sign that the deal was off and it was perfectly manifest to Mr Carter from the activities of the family in the house that they were measuring up because they thought they were shortly going to move into the house. There could be no other reason why they should be doing that. It is also clear from the passages in the evidence which the learned judge cites that Mr Carter’s attitude at this time, according to the view that the learned judge formed, was that he was leaving it to Mr Clark to make his views known to the Worboys, and not viewing it as a matter in respect of which he needed to take a positive stand. After the meeting of January 9 at the farm, the next date of significance was February 17. That was the date on which, in accordance with the advice which they had received, the Worboys commenced proceedings. The proceedings continued until March 13, and on that date the defendant, Mr Carter, in respect of the application which had been made under Ord 86 of the Rules of the Supreme Court for summary judgment for specific performance, filed an affidavit in which he clearly for the first time on the findings of the learned judge raised the issue of the want of authority of Mr Clark to enter into the contract on his behalf. With regard to the view which the learned judge formed of the witnesses, it is right to say that although he certainly did not make any finding suggesting that Mr Carter was deliberately seeking to mislead the court or to lie in any way, and certainly was not taking the view that Mr Carter, because he had had the misfortune to go to prison for a short period of time, was not a person who could be trusted, his feeling was that Mr Carter was not a reliable historian and someone whose evidence he felt he could not act on unless the evidence was corroborated. The learned judge formed a more favourable impression of the evidence which was given by Mrs Carter and was prepared to accept the evidence which was given by Mr Clark in preference to that of Mr Carter on matters where they were directly opposed. With that short summary of the evidence which was given and the history of events which led to the proceedings, I return to the issues which were raised on this appeal. The first issue, the pleading issue, is one, in my view, which has no merit at all. It is right that from a pleading point of view technically the appropriate course to have adopted would have been to have included the matters which were relied upon by way of ratification, estoppel and acquiescence in the reply rather than the defence to counterclaim. That matter could have been cured at any stage by a formal amendment. However, it is quite clear that, because of the terms of the defence to the counterclaim, the matters which were being relied upon by the plaintiff as establishing the ratification, estoppel and acquiescence were clearly known to those who then represented the first defendant, Mr Carter, and indeed to Mr Carter himself. There could be no question of the defect in the pleading having misled the first defendant. If there was any doubt on the matter, it was removed by the very terms of the issues which had been ordered to be tried by the master. They focused on the very matters which technically should have been included in the reply; and it would and should have been obvious to all parties that the learned judge would have to determine those issues. Apparently counsel appearing on behalf of the first defendant raised the pleading point in his closing speech to the learned judge. The matter being raised at that stage, the learned judge attached no significance to it and, in my view, he was perfectly entitled to take that view. The point is raised, with regard to this, that in some way the failure to correct the pleading deprived the court of the opportunity of going into the question as to whether the negligence on the part of those who would seek to take advantage of the ratification and estoppel prevented them from doing so. However, at p 57 of the transcript of his judgment, the learned judge dealt with the question of possible negligence on the part of the plaintiff and his advisers in these terms: Then it is said Mr Worboys was put on enquiry because he knew King Miles were agents and they should have gone into the matter of authority more thoroughly. The learned judge refers to the two decisions dealing with such matters, and said he did not get much assistance from those, and he distinguishes those cases. He then continues: . . . the question is whether the principal has acquiesced having been kept fully informed by the agent. That cannot justify saying that the third party should have made enquiries. He was, as I have found lulled by the conduct of the principal. So that I find those cases readily distinguishable on that ground. So the learned judge dealt with the question of any default on the part of the plaintiff and his legal advisers. I have already made reference to the fact that inquiries were made by the plaintiff’s solicitors and the fact that their reactions to the letters which they received were understandable. There was also a suggestion that because of the form of the pleading Mr Carter was prejudiced in some way in being deprived of the opportunity of arguing the date from which possession should be given and, therefore, was deprived of the chance of avoiding an order of specific performance being made. However, so far as that contention is concerned, by the time the matter was before the learned judge in August 1985 the position was that, although the contract had originally referred to a date in October 1983 as the date of completion, that date was subject to the consent of the landlords being received. The landlords’ consent was not obtained until after October 1983, in December. So the position would be that the obligation on Mr Carter would be thereafter to give possession within a reasonable time. A reasonable time, whatever that would amount to, had long expired by the time the case was before the learned judge. There was no question of a date for possession, which could reasonably be the subject of argument influencing the learned judge from taking the course that he did in ordering specific performance. I turn, therefore, to the second main heading of the appeal, that is the arguments which are advanced with regard to ratification, estoppel and acquiescence. In relation to each of those matters, after giving them separate consideration, as already indicated, the learned judge came to a conclusion which was favourable to the plaintiff. The issue as to ratification is one which primarily depends upon what happened between the first defendant, Mr Carter, and Mr Clark. What occurred between Mr Carter and Mr Clark has been the subject-matter of the strongest dispute in this case. Mr Carter, perhaps with good reason, perhaps without good reason, strongly believes that Mr Clark let him down. Some of the documents which were written at the outset suggest that Mrs Carter, at any rate, initially was very grateful for Mr Clark’s assistance. On the other hand, it is quite clear that Mr Carter was very reluctant to follow the course that Mr Clark felt that he should adopt. This, however, is a case where, in answer to the contention that Mr Carter ratified the conduct of Mr Clark, really only one substantial point is made on this appeal as a matter of law. That is that Mr Carter did not have the necessary knowledge of the material matters to enable him by his conduct to ratify what Mr Clark had done. The need for knowledge as a condition precedent to ratification is clearly set out in a passage, which was cited by the learned judge and which I would also adopt, in Bowstead on Agency (I refer to the 15th ed, p 65), Article 16 of which provides: Knowledge necessary for ratification In order that a person may be held to have ratified an act done without his authority, it is necessary that, at the time of the ratification, he should have full knowledge of all the material circumstances in which the act was done, unless he intended to ratify the act and take the risk whatever the circumstances may have been. But knowledge of the legal effect of the act may be imputed to him, and it is not necessary that he should have notice of collateral circumstances affecting the nature of the act. In his advice, which was put before this court, Mr Spens identified five matters of which Mr Carter must be aware before he could ratify. 4 They were: (i)  Who are the contracting parties? (ii)  What land is being assigned? (iii)  What is the price for the assignment? (iv)  When is the money going to be paid? (v)  When is the assignment going to be completed and possession given? He says: The first defendant (Mr Carter) was aware of the first three terms, but did not know, and had no means of knowing, the last two. The learned judge found in fact that at the material times Mr Carter was aware of the relevant matters, and there are documents which support the learned judge’s conclusions on this matter. But, speaking for myself, I would not wish to decide the outcome of this appeal on the question of ratification. I have reservations in my mind as to whether a party can be said to have ratified a contract when it is clear on the material before the court that at all material times the one matter that he did not wish to be bound by was the contract in question. It is true that he did nothing, on the learned judge’s findings, to repudiate the contract, but he was throughout equally clearly unhappy about any such contract, and he was indicating that if there was any such contract he was not willing to perform it. That being the situation as between Mr Carter and Mr Clark, I prefer not to deal with this case on the basis of ratification. However, this is a case where the court was concerned with not only the position between Mr Carter and Mr Clark but also the position between Mr Carter and Mr Worboys. There it becomes very important to consider the question of estoppel. I have already made reference, in discussing the evidence, to the fact that Mr Carter adopted the attitude, on his own evidence, to a substantial extent of, in effect, saying: ‘Mr Clark has got me into this trouble. It is Mr Clark’s duty to get me out of the trouble.’  Looking at the matter between Mr Carter and Mr Clark, that is all very well, but one has got to consider also the position of Mr Worboys and his family. I have made reference to the fact that Mr Worboys sold his farm. The learned judge in his findings, which he was entitled to make, came to the conclusion that until the proceedings were commenced Mr Carter, although he was dealing directly with Mr Worboys, particularly on the three visits to which I have made reference, did nothing to disillusion Mr Worboys about the role of Mr Clark. He never said, on the learned judge’s findings, to Mr Worboys: ‘Mr Clark had no authority to act on my behalf.’  In relation to this transaction, in addition to his agent, Mr Clark, Mr Carter had acting on his behalf experienced solicitors who were well known to Mr Carter and his family, and at no time had he, so far as is known, communicated with them and said: ‘Write to Mr Worboys or his solicitors and say ‘Mr Clark had no authority to enter into this contract”. In that sort of situation, the question arises as to whether Mr Carter owed any duty to Mr Worboys and, if he did owe any duty, whether Mr Carter fulfilled that duty. As to those two questions, I find very great guidance in a judgment of this court delivered by Buckley LJ on behalf of the court in the case of Spiro v Lintern [1973] 1 WLR 1002. That is a particularly helpful case to look at because the facts are not dissimilar to the facts here, but it was a case where no question of ratification could arise because the alleged agent in that case did not purport to contract on behalf of the alleged principal. I do not propose to say anything about the facts or to do more than to refer to a passage in the judgment which commences at p 1010 and is in these terms: An undisclosed principal cannot ratify a contract made without his authority (Keighley, Maxted & Co v Durant [1901] AC 240); and accordingly the plaintiff does not rely in the present case upon ratification . . . The argument on estoppel has been presented in this court upon the basis that Mr Lintern by his own words, and conduct and by the words and conduct of his agent Mr Harte acting with his authority represented to Mr Spiro that Mrs Lintern, when by E J Brooks & Son as her agents she entered into the contract of sale, did so with his, Mr Lintern’s, authority. No express representation to that effect was made at any time, but at no time before delivery of defence in this action did Mr Lintern dispute that Mrs Lintern had authority to authorise E J Brooks & Son to enter into the contract. The representation relied upon, if it existed, was a representation by silence or by inaction. Where a man is under a duty — that is, a legal duty — to disclose some fact to another and he does not do so, the other is entitled to assume the non-existence of the fact. In such circumstances, the conduct of the first man amounts to a representation by conduct to the second that the fact does not exist. In Bell v Marsh [1903] 1 Ch 528, 541, Sir Richard Henn Collins MR put the point in this way: ‘He [the plaintiff] is entitled to say that the representation was made, not merely by language used, but by conduct, and conduct may include negligence. A man may act so negligently that he must be deemed to have made a representation, which in fact he did not make, but because he has acted negligently he is deemed to have made it.’ If A, having some right or title adverse to B, sees B in ignorance of that right or title acting in a manner inconsistent with it, which would be to B’s disadvantage if the right or title were asserted against him thereafter, A is under a duty to B to disclose the existence of his right or title. If he stands by and allows B to continue in his course of action, A will not, if the other conditions of estoppel are satisfied, be allowed to assert his right or title against B: see Halsbury’s Laws of England, 3rd ed, vol 14(1956), paras 1178-1180. On similar grounds, in our judgment, if A sees B acting in the mistaken belief that A is under some binding obligation to him and in a manner consistent only with the existence of such an obligation, which would be to B’s disadvantage if A were thereafter to deny the obligation, A is under a duty to B to disclose the non-existence of the supposed obligation. There is then reference to authority. Applying that passage to the situation here, one is faced immediately with the fact that it must have been abundantly clear to Mr Carter that Mr Worboys was of the view that he had a binding contract to obtain the assignment of the farm. Furthermore, Mr Carter was aware that Mr Worboys was acting on that assumption, and in particular was acting on the assumption with regard to the sale of his own farm. It is true that Mr Carter, according to his account, did say to Mr Worboys that he should not sell his farm, but he did not explain why he should not sell his farm; he did not explain to Mr Worboys that he, Mr Carter, was not only saying that he would not give possession on any particular day, but he, Mr Carter, did not believe that he was under any obligation to Mr Worboys of any sort. If Mr Worboys had been told that, it could well be that the whole of this litigation could have been avoided, and Mr Worboys would not then have adopted the course that he did. As it is, the consequence of what happened was that these proceedings were commenced, Mr Worboys was left under the impression that, whereas he may have difficulty in obtaining possession from Mr Carter, and indeed might be forced to take proceedings against Mr Carter, this was not a case where Mr Carter was denying that Mr Clark had any authority to act on his behalf. Looking at the matter as between Mr Carter and Mr Worboys, I am quite satisfied that the learned judge was correct in coming to the conclusion that Mr Carter was estopped. I say that, notwithstanding the fact that I have very considerable sympathy for Mr Carter. There was no doubt that he was under extreme pressure, being in prison for part of the period, coming back and finding his farm in a state of neglect, having a number of creditors and other matters to deal with. None the less, in my view, the learned judge was right to come to the conclusion that Mr Carter was under a duty to disclose the position to Mr Worboys and he was in breach of his duty as referred to in the passages from Buckley LJ’s judgment to which I have referred in not disillusioning Mr Worboys. Accordingly, on that basis, I would uphold the conclusion which the learned judge came to on the second issue, that Mr Carter was estopped. There is a final matter that I must refer to before concluding this judgment and that is the fact that complaint is made of the order which the learned judge made for specific performance. It is submitted that the only matters before the learned judge were the two issues which were directed to be tried as preliminary issues by Master Chamberlain. Technically, it may be that the matter was not in the right form for the learned judge to make the order which he did. However, as there was no argument that could possibly be advanced on Mr Carter’s behalf to avoid an order for specific performance, that is not a matter of which he could make complaint. Finally, I should say this. Mr Carter in his courteous submissions referred to a number of factual matters. I do not propose to lengthen this judgment by going into those matters. This court must be loyal to the decision of the learned judge who saw the witnesses on questions of fact, and, without casting any criticism upon Mr Carter generally, the view that I take is that the learned judge was entitled to come to the conclusion which he did about the credibility of the witnesses, and, therefore, the issues of fact which Mr Carter advanced during this argument and which were advanced in the documents which were put before this court are not ones which can assist him. SIR DENYS BUCKLEY agreed with the conclusion and reasons in the judgment of Woolf LJ and did not add anything of his own. Also agreeing, WATKINS LJ said: I add merely this by way of emphasis, so that Mr Carter can be left in no doubt as to how we stand5 in this matter. When an appeal comes to this court and much of its fate hangs upon questions of fact which have been determined by the trial judge, we are in no position to question those findings, unless it is demonstrated to us that there was either no material upon which the judge could have reached them or it is manifest that his findings are obviously against the weight of the evidence. Neither of those two features is present here. We have no transcript, but, from what we know of the evidence otherwise and from what we have been told about it, not only by learned counsel but by Mr Carter himself, there was plainly material upon which the judge could come to the conclusions which he did as to what happened between Mr Worboys and Mr Carter upon the important and crucial occasions. Accordingly, there is no reason for this court interfering with the judge’s findings. Thus I agree not only with my lord’s observations in this respect but, likewise, with that part of his judgment in which he declines to go into the question of ratification and decides the appeal upon the issue of estoppel. That truly is where the issue lies and I agree with the way in which my lord has resolved it. For those reasons, this appeal is dismissed.