Zambia Bata Shoe Company Limited v Vin-Mas Limited (S.C.Z. Judgment 4 of 1994) [1994] ZMSC 8 (7 June 1994)
The company was bound by the contract of sale entered into by its authorized agent, and liability could not be avoided on the basis of internal company procedures.
Source-derived case information.
- Citation
- [1994] ZMSC 8
- Parties
- Appellant: Zambia Bata Shoe Company Limited; Respondent: Vin-Mas Limited
- Court
- Supreme Court of Zambia
- Jurisdiction
- Zambia
- Case Number
- S.C.Z. Judgment 4 of 1994
- Procedural Posture
- Civil Appeal / Judgment on Appeal
- Outcome
- appeal dismissed
- Legal Topics
- Specific Performance, Authority of Agents, Binding Nature of Contracts
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Zambia Bata Shoe Company Limited
Appellant
Vin-Mas Limited
Respondent
Procedural Posture
Civil Appeal / Judgment on Appeal
Legal Issues
- 1 Whether the company is bound by a contract of sale entered into by an agent acting on its behalf
- 2 Whether the lack of express authority from the Board of Directors invalidates the contract
Ratio Decidendi
The company was bound by the contract of sale entered into by its authorized agent, and liability could not be avoided on the basis of internal company procedures.
Court Disposition
appeal dismissed
Orders
- The contract of sale stands and is enforceable against the appellant company.
Full Case Text
Judgment text and source record
1 paragraphs
ZAMBIA BATA SHOE COMPANY LIMITED v VIN-MAS LIMITED (1994) S. J. 35 (S. C.) SUPREME COURT GARDNER, SAKALA AND CHIRWA, JJ. S. 11TH NOVEMBER, 1993 AND 8TH JUNE 1994 S. C. Z. JUDGMENT NO. 4 OF 1994 APPEAL NO. 47 OF 1992 Flynote Contract of sale - Specific performance - Where authorised agents act on behalf of company - 1994 ZR p36 GARDNER, JD Headnote The managing director of the appellant company instructed one of his subordinates, one Mr. Mbewe to advertise some of the company's houses for sale. Mr. Mbewe issued the advertisements. The managing director then left the country but while he was away Mr. Mbewe went ahead and soldone of the company houses to a prospective buyer. Upon his return, the managing director was suprised to find that the house had been sold and told Mr. Mbewe that he was not authorised to sell the house as that power rested in the Board of Directors. Mr. Mbewe consequently resigned. The appellant company attemted to overturn the contract of sale but the trial court dismissed the action and on appeal it was Held: (i) That the company’s authorised agents bound the company to comply with the contract and such liability cannot be avoided Cases referred 1. 2. 3. Irvine v Union Bank of Australia 1887 A. C 366 Royal British Company v Turquand (1856) 6 and 8.327 Mahony v East Holyford Mining Company (1875) L R 7 H L 869 For the appellant: For the respondent: H. B Nyirenda of Gzugha Musonda and Company K. M Maketo of Christopher Russel Cook and Co. p37 _________________________________________ Judgement