Cases - Brennan v O'Connell

Record details

Name

Brennan v O'Connell

Date

[1980]

Citation

IR 13

Keywords

Estate agency

Summary

An estate agent signed a contract for sale of the defendants' (his clients) farm for £25,000 without authority. He then telephoned the defendants to inform them of what he had done, and they expressed unqualified approval. Subsequently the defendants discovered that the agent had not informed them that another person, a certain Moloney, had expressed an interest in purchasing the farm. Moloney had asked if the farm could be sold in 1 lot with another farm and, if so, at what price. The agent told him it could be sold in 1 lot at a price of £45,000, to which Moloney had responded that that was a lot of money. There was no further contact with Moloney before the ratification. The purchaser sought specific performance of the contract of sale, and the defendants contended that there was no valid ratification as they were not made aware of all material facts.

The Irish Supreme Court held that the ratification was valid. The test of materiality of the facts is an objective one. Does the non-disclosure relate to circumstances which, according to ordinary business standards, could be said to be material to a decision to accept or reject a particular offer? It is, therefore, not sufficient for the principal to say that they would not have ratified if they had known of the particular facts, for their reasons may be purely personal or idiosyncratic. On the evidence, Moloney's enquiry was no more than an enquiry, and there was no reason to expect that it would lead to an offer from him for either or both farms.