Contex Drouzhba Ltd v Wiseman & Anor

Contex Drouzhba Ltd v Wiseman & Anor

The implied representation as to the company's capacity to pay, contained in the written and signed framework agreement, satisfied the requirements of Lord Tenterden’s Act. Mr Wiseman, as director, was personally liable for fraudulent misrepresentation in writing, and his signature sufficed for the statutory requirement.

Parties
Respondent: Contex Drouzhba Limited; Appellant: Wiseman & Anr
Jurisdiction
England and Wales
Judgment Date
20 November 2007
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
Appeal dismissed
Legal Topics
Fraudulent Misrepresentation, Director Liability, Statute of Frauds, Implied Representations
Commercial Law Company Law Contract Law Fraudulent Misrepresentation Director Liability Statute of Frauds Implied Representations

Case Brief

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Parties

Contex Drouzhba Limited

Respondent

Wiseman & Anr

Appellant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether a director's signature on a company contract containing an implied fraudulent representation as to solvency satisfies the requirements of section 6 of Lord Tenterden’s Act (Statute of Frauds (Amendment) Act 1828)
  2. 2 Whether the implied representation was in writing or by conduct
  3. 3 Whether the director is personally liable for fraudulent misrepresentation

Ratio Decidendi

The implied representation as to the company's capacity to pay, contained in the written and signed framework agreement, satisfied the requirements of Lord Tenterden’s Act. Mr Wiseman, as director, was personally liable for fraudulent misrepresentation in writing, and his signature sufficed for the statutory requirement.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed in relation to claim number one
  • No need to consider alternative claims