Edmundson Electrical LTD against Saltire Facilities Management LTD. (Sheriff Court Civil) [2025] SCHAM 51 (13 June 2025)

Edmundson Electrical LTD against Saltire Facilities Management LTD. (Sheriff Court Civil) [2025] SCHAM 51 (13 June 2025)

The pleadings disclose sufficient averments that the directors of the parent company acted with apparent authority to bind the defenders, based on prior dealings, use of headed notepaper, and the defenders' conduct. The matter is suitable for proof before answer and cannot be dismissed at this stage.

Citation
[2025] SCHAM 51
Parties
Pursuer: Edmundson Electrical Limited; Defender: Saltire Facilities Management Limited
Jurisdiction
Scotland
Judgment Date
13 June 2025
Procedural Posture
Civil / Interlocutory (debate on Relevancy and Proof Before Answer)
Outcome
Proof before answer allowed; defenders found liable to pursuers in expenses of the debate.
Legal Topics
Guarantee, Apparent Authority, Personal Bar, Corporate Agency, Commercial Contracts
Contract Law Company Law Agency Law Guarantee Apparent Authority Personal Bar Corporate Agency Commercial Contracts

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Parties

Edmundson Electrical Limited

Pursuer

Saltire Facilities Management Limited

Defender

Procedural Posture

Civil / Interlocutory (debate on Relevancy and Proof Before Answer)

Legal Issues

  1. 1 Whether the guarantee signed by directors of the parent company binds the defender (subsidiary) under principles of actual or apparent authority.
  2. 2 Whether the defender is liable under the guarantee despite denying authorisation of the signatories.

Ratio Decidendi

The pleadings disclose sufficient averments that the directors of the parent company acted with apparent authority to bind the defenders, based on prior dealings, use of headed notepaper, and the defenders' conduct. The matter is suitable for proof before answer and cannot be dismissed at this stage.

Court Disposition

Proof before answer allowed; defenders found liable to pursuers in expenses of the debate.

Orders

  • Allows parties a proof before answer of their respective averments.
  • Finds the defenders liable to the pursuers in the expenses of the debate.