AF&JC Blackater v AF Craig & Co Ltd [1923] ScotCS CSIH_1 (09 February 1923)

AF&JC Blackater v AF Craig & Co Ltd [1923] ScotCS CSIH_1 (09 February 1923)

When a contract is made by an agent for an undisclosed principal, and the other party, upon disclosure, elects to sue the agent as principal for the contract price, the agent is entitled to counterclaim for damages for breach of contract, even if the damages are suffered by the principal. The agent's lack of personal loss does not bar the claim, as the agent acts in a representative capacity and the other party cannot approbate and reprobate the agent's status under the contract.

Citation
[1923] ScotCS CSIH_1
Parties
Pursuer/defender (counterclaimant): A F & J C Blackater; Defender/pursuer (counterclaim Respondent): A F Craig & Co Ltd
Jurisdiction
Scotland
Judgment Date
09 February 1923
Procedural Posture
Civil (contract, Sale of Goods) / Appeal (reclaiming Motion Before Second Division After Lord Ordinary's Decision)
Outcome
Appeal allowed; interlocutor of Lord Ordinary recalled; case remitted for assessment of damages in Blackaters' action against Craigs.
Legal Topics
Title to Sue, Agency for Undisclosed Principal, Counterclaim, Damages for Breach of Contract, Set Off, Procedural Amendments
Contract Law Agency Law Sale of Goods Title to Sue Agency for Undisclosed Principal Counterclaim Damages for Breach of Contract Set Off +1 more

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Parties

A F & J C Blackater

Pursuer/defender (counterclaimant)

A F Craig & Co Ltd

Defender/pursuer (counterclaim Respondent)

Procedural Posture

Civil (contract, Sale of Goods) / Appeal (reclaiming Motion Before Second Division After Lord Ordinary's Decision)

Legal Issues

  1. 1 Whether an agent who contracted for an undisclosed principal can sue for damages for breach of contract when the principal is later disclosed
  2. 2 Whether the other contracting party, having elected to sue the agent for the contract price, is estopped from denying the agent's right to counterclaim for damages under the same contract
  3. 3 Whether damages suffered by the principal can be recovered by the agent in a representative capacity

Ratio Decidendi

When a contract is made by an agent for an undisclosed principal, and the other party, upon disclosure, elects to sue the agent as principal for the contract price, the agent is entitled to counterclaim for damages for breach of contract, even if the damages are suffered by the principal. The agent's lack of personal loss does not bar the claim, as the agent acts in a representative capacity and the other party cannot approbate and reprobate the agent's status under the contract.

Court Disposition

Appeal allowed; interlocutor of Lord Ordinary recalled; case remitted for assessment of damages in Blackaters' action against Craigs.

Orders

  • Recall of Lord Ordinary's interlocutor
  • Remit to Lord Ordinary to assess damages in the action by Blackaters against Craigs