Ridgway v Wharton
| Jurisdiction | England & Wales |
| Judgment Date | 26 June 1857 |
| Date | 26 June 1857 |
| Court | House of Lords |
English Reports Citation: 10 E.R. 1287
House of Lords
Mews' Dig. iv. 23, 42; viii. 729; xi. 1032, 1039; xiii. 1763, 1838; xiv. 1116, 1120, 1163. S.C. 27 L.J.Ch. 46; 4 Jur. N.S. 173; 5 W.R. 804; and below, 3 De G. M. and G. 677; 2 Eq. R. 839. Considered in Baumann v. James, 1868, L.R. 3 Ch. 511; Jones v. Victoria Graving Dock Co., 1877, 2 Q.B.D. 324; Rossiter v. Millar, 1878, 3 A.C. 1151; Long v. Miller, 1879, 4 C.P.D. 454; Cave v. Hastings, 1881, 7 Q.B.D. 128; Oliver v. Hunting, 1890, 44 Ch.D. 208.
Agent - Contract - Delay - Specific Performance - Statute of Frauds.
MARK WILLIAM RIDGWAY,-Appellant; Rev. HENRY JAMES WHARTON,- Respondent [February 25, 26, 28, 1856; June 15, 18, 26, 1857]. [Mews' Dig. iv. 23, 42; viii. 729; xi. 1032, 1039; xiii. 1763, 1838; xiv. 1116, 1120, 1163. S.C. 27 L.J.Ch. 46; 4 Jur. N.S. 173; 5 W.R. 804; and below, 3 De G. M. and G. 677; 2 Eq. R. 839. Considered in Baumanm v. James, 1868, L.R. 3 Ch. 511; Jones v. Victoria Graving Dock Co., 1877, 2 Q.B.D. 324; Eossiter v. Millar, 1878, 3 A.C. 1151; Long v. Miller, 1879, 4 C.P.D. 454; Gave v. Hastings, 1881, 7 Q.B.D. 128; Olivers. Hunting, 1890, 44 Ch.D. 208.] Agent-Contract-Delay-Specific Performance-Statute of Frauds. If there is a signed paper, signed by an agent duly authorised thereto, which paper though agreeing to do something, leaves the subject matter of the agreement unexplained, but refers to another paper which contains the full particulars of the explanation, the two may be connected together, so as to constitute a contract valid under the Statute of Frauds. The contract so constituted by the act of A.'s duly authorised agent will be binding on A. though the second paper may have been sent by the agent to A.'s solicitor, to put it into form, provided [239] that the agent and the person with whom he was dealing, agreed that it should be sent for that purpose; but not otherwise. The act of sending such a paper to a solicitor to have the matter reduced into form, affords generally cogent evidence that the parties do not intend to bind themselves till it is reduced into form. Long delay may prevent a party to an agreement from calling for specific performance of it. What are1 circumstances sufficient to establish an agent's authority, and a contract made in the exercise of it. This was an appeal against a decision of Lord Chancellor Lord Cranworth, which had reversed a previous decision of Vice-Chancellor Stuart. On the 5th December 1852, the Appellant filed his bill against the Respondent, 1287 VI H.L.C., 240 RIDGWAY V. WHABTON [185.7] praying for specific performance of an agreement, and set forth the following case: The Respondent was the owner in fee of certain premises at Sydeiiham, which were held by Messrs. Meux and Co., under a lease that would expire in 1852. In 1849 the zlppellant was the occupying tenant of these premises. Understanding that Messrs. Meux did not intend to renew their lease, he was desirous to secure to himself a new lease of these premises. In March 1849 he had an interview with the Respond-ent on the subject. In May following, the Appellant renewed his application, and then found that Meux and Co. did not require a new lease, and the Respondent said that he would see his agent, Mr. Crawter, who transacted his business for him; that whatever Mr. Crawter did would be satisfactory to him; and that the Appellant was to treat with Mr. Crawter; and the Appellant then left with the understanding that Mr. Crawter, who was alleged to be the Respondent's land agent and confidential adviser, was coming over to him to view the said premises. The Respondent afterwards sent to the Appellant the following letter:-"Mr. Wharton has this day seen his surveyor, Mr. Crawter, and sends Mr. Ridgway this note [240] to inform him that Mr. Crawter has promised to go over to Sydenham on Saturday next, at about 12 o'clock, for the purpose of looking at ' The Greyhound,' and receiving any communication which Mr. Ridgway may be disposed to make to him.-Mitcham, Thursday evening, 17th May." On the 19th May 1849, Mr. Crawter came to' Sydenham and surveyed and inspected " The Greyhound " and premises, and saw the Appellant upon the subject of the property, the repairs and improvements, etc., and ascertained the Appellant's views in regard to his becoming tenant of the premises. On the 21st May, Mr. Crawter wrote a letter to the Respondent, who on the 22d May sent an answer, in pursuance of the direction contained in which Mr. Crawter had an interview with Mr. Taylor, the manager of Meux and Co., and was then told that Meux and Co. had no desire to renew their lease, or to that effect. On the 7th June 1849, Mr. Crawter made a report (this report was often referred to as Exhibit A.), in writing, to the Respondent as to the state of the property, and the terms upon which it would be expedient to offer a lease thereof to the Appellant. This report, after stating (among other things) the condition and situation of the inn and premises, proceeds as follows :-" The beer and porter trade attached to the concern is not great, about four puncheons a month, but the tenant has, by his industry and attention, obtained a considerable wine trade, and has now a fair stoek by him; he also1 lets for hire horses and vehicles, and keeps for that purpose nine horses and three flys, and very naturally is desirous of obtaining an agreement for a lease, to commence at the expiration of Messrs. Meux and Company's interest in the premises, and offers on a sixty years' lease, 60 a year clear rent, by which he would become the direct tenant of the [241] owner, and be released from brewers, and free to deal with any one he pleased. This would be an advantage to him, and he offers, on having such agreement, to take down part of the house, consisting of two parlours and rooms over, and rebuild them, and in order to facilitate his object, he informs me he had negotiated with Messrs. Meux and Company for the residue of their term, for which they required 200, they giving up to him the improved rents receivable from their under-tenants, and I have ascertained from .their representative (Mr. Taylor) that they will not give up their interest without a consideration beyond being released from the dilapidations. Such being the case, and from the circumstance of the underletting by them being for the same term as their lease, which would prevent possession being now gained by the owner thereof, I see no particular inducement to the owner or advantage that would be derived by him in entering into' such an agreement upon the terms proposed, but recommend the following terms to be offered to Mr. Ridgway, viz. An agreement for a twenty-one years' lease to commence at the expiration of Messrs. Meux and Company's term-Mr. Ridgway to lay out not less than 600 in taking down and rebuilding that portion of the premises before alluded to, and sinking a well; such lease to contain covenants to uphold and keep the whole of the premises in substantial repair, and so deliver up same. The triangular piece of ground, No. 32, to be given up on his making terms with Messrs. Meux and Company, and not to be included in the twenty-one years' lease to him, but could then be offered for build- 1288 EIDGWAY V. WHARTON [1857] VI H.L.C., 242 ing purposes, having a frontage to the road, and eligible for that purpose. The rent to be 70 a year; tenant to insure and pay all taxes. On these terms being proposed, it will probably lead to a negotiation by which a fair rent may be obtained, some arrangement made to [242] permanently improve the premises, for which there is ample room. The land let to Mr. Price, Nos. 22, 23, 24, and 35, are accommodation park-like paddocks, ornamented with timber, and I believe lie has been agreed with for a lease at the end of Meux's term. I beg to recommend, on such lease being prepared, that a plan of the lands, and the way thereto, be drawn thereon, the same having been materially altered by the construction of the railway, on the site of the old canal, or the land sold to the company." The Respondent afterwards called upon and consulted Crawter upon the subject of this report; and on that occasion authorised Crawter to see the Appellant. Crawter accordingly wrote to the Appellant on the 22d June 1849, the following letter: - " Sir,-I have been requested by the Eev. Mr. Wharton to see you with respect to your proposition as to the proposed new lease, and if you could be at Carshalton, King's Arms, on Tuesday next, between eleven and three o'clock, you will find me there any time between those hours, and I will take the papers, so that we may talk the matter over. If you cannot conveniently attend at Carshalton, you will find me here on Wednesday morning, at ten o'clock, but I shall have more time at Carshalton to go into the matter." The meeting took place at Carshalton, and Crawter conversed with the Appellant upon the subject of the Appellant's proposal, and discussed with him. the terms upon which the lease should be granted, and read to him the material parts of the report, and, as the Appellant alleges, agreed, on behalf of the Respondent, to grant to the Appellant a lease on the terms contained therein. A discussion likewise arose respecting the triangular piece of ground (No. 32), which was then occupied with the premises, and which was by the report proposed to be omitted from the [243] lease, but which the Appellant urged should form part of the premises to be demised; Crawter finally agreed that the same should be included in the proposed lease. The Appellant, however, desired farther time to deliberate before accepting the terms thus agreed to, and they parted upon the understanding that the Appellant should write to Crawter, stating his acceptance of the terms, and that Crawter should procure a formal agreement to be then drawn up embodying the terms so agreed to by him. The...
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