Marriott v General Electric Company Limited [1935] HCA 32

Marriott v General Electric Company Limited [1935] HCA 32

The agent, Hirst, was not authorized to agree to the Melbourne contract provisions granting equal board representation, as these materially changed the original controlling interest bargain; such unauthorized terms are severable, so the contract is binding except for those directorate provisions; respondent did not...

Source-derived case information.

Parties
Appellant: Clarence William Marriott; Respondent: General Electric Company Ltd.
Jurisdiction
Australia
Procedural Posture
Appeal / On Appeal From the Supreme Court of Victoria (full Court) to the High Court of Australia
Outcome
Appeal dismissed with costs (subject to variation).
Legal Topics
Authority of Agent, Ratification, Estoppel, Contract Formation, Severability of Contract Terms
Contract Law Agency Law Company Law Authority of Agent Ratification Estoppel Contract Formation Severability of Contract Terms

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Parties

Clarence William Marriott

Appellant

General Electric Company Ltd.

Respondent

Procedural Posture

Appeal / On Appeal From the Supreme Court of Victoria (full Court) to the High Court of Australia

Legal Issues

  1. 1 Whether the agent (Hirst) was authorized to sign the Melbourne agreement varying the original (London) contract, particularly as to board composition and control.
  2. 2 Whether the inclusion of equal board representation provisions exceeded the agent's authority.
  3. 3 Whether acts of the respondent (General Electric) ratified or estopped it from denying the Melbourne agreement.

Ratio Decidendi

The agent, Hirst, was not authorized to agree to the Melbourne contract provisions granting equal board representation, as these materially changed the original controlling interest bargain; such unauthorized terms are severable, so the contract is binding except for those directorate provisions; respondent did not ratify or is estopped from repudiating the unauthorized terms.

Court Disposition

Appeal dismissed with costs (subject to variation).

Orders

  • Declaration confined to provisions (ii) to (vi) of clause 7 of the Melbourne agreement; order for delivery up omitted; otherwise, Supreme Court order affirmed.