Irving v Burns [1914] ScotCS CSIH_7 (17 December 1914)

Irving v Burns [1914] ScotCS CSIH_7 (17 December 1914)

Oral representations by the defender regarding the company's financial position fall within section 6 of the Mercantile Law Amendment Act, Scotland, 1856, and are ineffective unless in writing; the defender is not personally liable for breach of warranty of authority as the company ultimately approved the contract and there is no recoverable loss.

Citation
[1914] ScotCS CSIH_7
Parties
Pursuer: Irving; Defender: Burns
Jurisdiction
Scotland
Judgment Date
17 December 1914
Procedural Posture
Civil Appeal / Appellate Judgment
Outcome
Plea sustained in favour of defender; action to be disposed of if no written representation is produced; otherwise remitted for further procedure.
Legal Topics
Misrepresentation, Warranty of Authority, Statutory Requirements for Representations, Personal Liability of Company Officers
Contract Law Company Law Agency Law Misrepresentation Warranty of Authority Statutory Requirements for Representations Personal Liability of Company Officers

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Parties

Irving

Pursuer

Burns

Defender

Procedural Posture

Civil Appeal / Appellate Judgment

Legal Issues

  1. 1 Whether oral representations by the company secretary regarding the company's financial position can found liability without being in writing under section 6 of the Mercantile Law Amendment Act, Scotland, 1856.
  2. 2 Whether the defender is personally liable for breach of warranty of authority in contracting on behalf of the company.

Ratio Decidendi

Oral representations by the defender regarding the company's financial position fall within section 6 of the Mercantile Law Amendment Act, Scotland, 1856, and are ineffective unless in writing; the defender is not personally liable for breach of warranty of authority as the company ultimately approved the contract and there is no recoverable loss.

Court Disposition

Plea sustained in favour of defender; action to be disposed of if no written representation is produced; otherwise remitted for further procedure.

Orders

  • Find that the alleged oral representations are of no effect unless in writing and subscribed.
  • Hold averments regarding directors providing security irrelevant.