Branwhite v Worcester Works Finance Ltd
| Jurisdiction | UK Non-devolved |
| Judge | Lord Reid,Lord Morris of Borth-y-Gest,Lord Guest,Lord Upjohn,Lord Wilberforce |
| Judgment Date | 10 July 1968 |
| Judgment citation (vLex) | [1968] UKHL J0710-1 |
| Date | 10 July 1968 |
| Court | House of Lords |
[1968] UKHL J0710-1
House of Lords
Lord Reid
Lord Morris of Borth-y-Gest
Lord Guest
Lord Upjohn
Lord Wilberforce
Upon Report from the Appellate Committee, to whom was referred the Cause Branwhite (A.P.) against Worcester Works Finance Limited, that the Committee had heard Counsel, as well on Tuesday the 30th day of April last, as on Wednesday the 1st and Thursday the 2d, days of May last, upon the Petition and Appeal of Cyril Leonard Branwhite (Assisted Person), of 14 Almond Grove, Brentford, in the County of Greater London, praying, That the matter of the Order set forth in the Schedule thereto, namely, an Order of Her Majesty's Court of Appeal, of the 10th of July 1967, so far as therein stated to be appealed against, might be reviewed before Her Majesty the Queen, in Her Court of Parliament, and that the said Order, so far as aforesaid, might be reversed, varied or altered, and that the Petitioner might have the relief prayed for in the Appeal, or such other relief in the premises as to Her Majesty the Queen, in Her Court of Parliament might seem meet; as also upon the Case of Worcester Works Finance Limited, lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause:
It is Ordered and Adjudged, by the Lords Spiritual and Temporal in the Court of Parliament of Her Majesty the Queen assembled, That the said Order of Her Majesty's Court of Appeal, of the 10th day of July 1967, in part complained of in the said Appeal, be, and the same is hereby, Reversed, and that Judgment be entered for the Appellant for the sum of £130: And it is further Ordered, That the Respondents do pay, or cause to be paid, to the said Appellant the Costs incurred by him in the Courts below, and also the Costs incurred by him in respect of the said Appeal to this House, the amount of such last-mentioned Costs to be certified by the Clerk of the Parliaments: And it is further Ordered, That the Costs incurred by the said Appellant in the Court of Appeal, and also the Costs incurred by him in respect of the said Appeal to this House, be taxed in accordance with the provisions of the Third Schedule to the Legal Aid and Advice Act 1949, as amended by the Legal Aid Act 1960: And it is also further Ordered, That the Cause be, and the same is hereby, remitted back to the Clerkenwell County Court to do therein as shall be just and consistent with this Judgment.
My Lords,
For the reasons given by my noble and learned friend, Lord Wilberforce, I would allow this appeal.
My Lords,
The claim which the Appellant, as Plaintiff, made in this case in the Clerkenwell County Court was for the sum of £130. There were various formulations of the basis for the claim. The first of these was that the sum was recoverable as money paid for a consideration that had totally failed. The relevant facts which gave rise to the claim are not now in dispute but it is essential to have regard to their sequence.
In October, 1964, the Appellant owned a Sunbeam Talbot motor car. In premises of motor car dealers, Raven Motor Company (Raven), at Sunbury-upon-Thames he saw a Sunbeam Rapier car. He went in to the premises and had a discussion with a man named Simmons who was apparently in charge as Manager. The result of the discussion on that and on a subsequent day was that the Appellant decided to acquire the Rapier Car on hire-purchase terms. Simmons said that he represented the Respondent finance company. The arrangement made between the Appellant and Simmons was that the price of the Rapier was to be £430 and that the Appellant would part with his Talbot for the sum of £130. Simmons said that the balance of the purchase price would be payable under a hire-purchase agreement by monthly instalments of £5 to £6. Simmons had forms which the Respondents had supplied to him. He produced two forms. One is headed "Proposal". On the 27th October, 1964, the Appellant signed that form (though without reading it) and he also signed an acknowledgement on the back of it of having "examined, approved, and taken delivery of the goods the subject of a Credit Sale/Hire Purchase Agreement and described in the Schedule thereto made between us". The acknowledgment was made in reference to the Sunbeam Rapier car. By the opening words of the Proposal the Appellant applied to the Respondents "to sell to me … upon the terms and conditions of the Hire Purchase … Agreement annexed hereto the "Goods specified in the Schedule thereto". The Appellant at the same time also signed a form headed "Vehicle Hire Purchase Agreement". He signed the form without reading it and when he signed it there was no figure on it of the "Cash Price of Goods" nor were the other figures filled in which he had agreed with Simmons. He signed on the faith of an assurance by Simmons that he would attend to the filling in of the figures. Had the Appellant read the document he would have seen that in signing it he was, as hirer, acknowledging inter alia that "he had seen a written statement of the cash price of the goods mentioned above" and that he had examined the goods and satisfied himself that they were in good order and condition. But the Appellant trusted Simmons and believed that he was "one of the governors" of the Respondents.
Having signed the forms the Appellant left his Talbot car with Simmons. Simmons apparently had a customer waiting for that car. Simmons allowed the Appellant to take possession of the Rapier.
A few days previously (on the 22nd October, 1964), an agreement, called a Master Agreement, had been made between Raven and the Respondents. The Appellant knew nothing of this. By the terms of it Raven (the Retailer) agreed that they would as soon as practicable submit to the Respondents each Hire Purchase Agreement relating to goods which any customer of the Retailer should desire to enter into. The submission of such a hire agreement was to be deemed to be an offer by the Retailer to sell the goods to the Respondents. There was a Clause (Clause 4) as follows:
"After the acceptance of the Hire Agreement the Company shall pay the Retailer the current retail cash price including purchase tax of the goods less the amount of the initial payment paid by the hirer and retained by the retailer, in accordance with the terms advised."
Among many other provisions there was one which affirmed the right of the Respondents to decline (without stating any reason) to accept a proposal.
Having obtained the Appellant's signature Simmons then sent the Proposal and the Vehicle Hire Purchase Agreement to the Respondents. Before doing so he inserted figures. But the figures he inserted were other than those which he had arranged with the Appellant. He entered the cash price as £649. He added the sum of £155 17s. 0d. for Hiring Charges (on total cash price less initial instalment of hire rent). After adding £1 for the option to purchase that made the total hire purchase price of the goods £805 17s. 0d. The deposit (or initial instalment of hire rent) was entered as £130. That figure was as agreed for it represented the allowance that Simmons was making for the Appellant's Talbot car. It was the purchase price being paid by Raven for the Appellant's Talbot car. It was being held as a deposit or initial instalment of rent in reference to the proposed hire purchase contract. The Respondents then made such enquiries as they desired to make. Also they obtained information as to the price or value of the Rapier car (which was a 1962 car). One of the documents disclosed was a "Status Report" dated the 29th October. They then decided to proceed with the transaction. That involved doing two things. First, they had to acquire the Rapier car by purchasing it from Raven. Then they had, as owners of the car, to let it to the Appellant on hire purchase terms. As to the first of these, in deciding to proceed and in deciding to purchase the Rapier car from Raven they decided to purchase it for the sum of £649. That was the figure on the document which they received. It was the "Cash Price of the Goods". They therefore had to pay £649 to Raven. The documents showed that Raven had received £130 from the Appellant by way of initial instalment of hire rent. Under S.I. 1964 No. 942 the Respondents could not give possession of the motor car in pursuance of a hire-purchase agreement unless before such agreement was entered into actual payment was made of not less than 20 per cent. of the cash price of the motor car. The sum of £130 was enough to satisfy that requirement. The Respondents could therefore either obtain the £130 from Raven and pay them £649 or they could permit Raven to retain the £130 and pay them the balance of £519. They did the latter. Then having acquired the Sunbeam Rapier car they were in a position, as owners of it, to hire it to the Appellant on hire purchase terms. As the Appellant would have made actual payment (by way of deposit or by way of initial rent payment) of £130 the Respondents became entitled to enter into the hire purchase agreement and to allow the Appellant to be in possession of their car. Accordingly, they signed the High Purchase Agreement and entered the date of agreement (the date when the hiring was to commence) as the 30th October, 1964. Their Internal Account Note (disclosed on discovery) also recorded the agreement date as being the 30th October and recorded the net figure of £519 as a figure arrived at by deducting from Cost £649 the sum of £130 as initial rent. The amount payable by adding to the £519 the items of £155 17s. 0d. (in respect of charges) and of £1 (for the option to purchase) was a total of £675 17s. 0d.: that was to be paid by 36 monthly payments of £18 14s. 11d. each the first to be due on the 30th November, 1964.
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