Marlbray Ltd v Laditi & Anor

Marlbray Ltd v Laditi & Anor

There was a valid and enforceable contract between the appellant and the 1st respondent, compliant with section 2 of the 1989 Act, notwithstanding the lack of authority or ratification by the 2nd respondent. The 1st respondent is bound by his several obligations under the contract and the appellant is entitled to retain the deposit, subject to unresolved issues of unconscionable bargain, penalty, or section 49(2) of the Law of Property Act 1925. There was no ratification by the 2nd respondent, and no total failure of consideration entitling the 1st respondent to restitution. The appellant is permitted to amend its counterclaim for breach of warranty of authority.

Parties
Appellant: Marlbray Limited; 1st Respondent: Dr Mobolaji Laditi; 2nd Respondent: Dr Olutola Laditi
Jurisdiction
England and Wales
Judgment Date
24 May 2016
Procedural Posture
Civil Appeal / Appeal From High Court Preliminary Issue and Consequential Orders
Outcome
Appeal allowed; cross-appeal dismissed.
Legal Topics
Authority of Agent, Ratification, Section 2 Law of Property (miscellaneous Provisions) Act 1989, Joint and Several Liability, Breach of Warranty of Authority, Unjust Enrichment, Stakeholder Deposits
Contract Law Property Law Restitution Authority of Agent Ratification Section 2 Law of Property (miscellaneous Provisions) Act 1989 Joint and Several Liability Breach of Warranty of Authority +2 more

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Parties

Marlbray Limited

Appellant

Dr Mobolaji Laditi

1st Respondent

Dr Olutola Laditi

2nd Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Preliminary Issue and Consequential Orders

Legal Issues

  1. 1 Whether a contract for the sale of land signed by one purchaser on behalf of both is void, invalid, or unenforceable if the second purchaser did not authorise the signature or solicitor to act for her;
  2. 2 Whether the vendor can retain the deposit as against the purchaser who signed and paid the deposit when purchasers fail to complete;
  3. 3 Whether ratification or estoppel applies to bind the non-signing party;

Ratio Decidendi

There was a valid and enforceable contract between the appellant and the 1st respondent, compliant with section 2 of the 1989 Act, notwithstanding the lack of authority or ratification by the 2nd respondent. The 1st respondent is bound by his several obligations under the contract and the appellant is entitled to retain the deposit, subject to unresolved issues of unconscionable bargain, penalty, or section 49(2) of the Law of Property Act 1925. There was no ratification by the 2nd respondent, and no total failure of consideration entitling the 1st respondent to restitution. The appellant is permitted to amend its counterclaim for breach of warranty of authority.

Court Disposition

Appeal allowed; cross-appeal dismissed.

Orders

  • Declaration that there was a valid and enforceable contract between the appellant and the 1st respondent, compliant with section 2 of the 1989 Act.
  • Declaration that, subject to trial of issues of unconscionable bargain, penalty, and section 49(2) of the LPA 1925, the appellant is entitled to retain the 1st respondent's deposit and direct the stakeholder accordingly.