Cases - Way & Waller v Ryde

Record details

Name

Way & Waller v Ryde

Date

[1944]

Citation

1 AII ER 9

Keywords

Estate agency

Summary

The defendant owned all the shares but one in a limited company, the assets of which comprised a hotel. The hotel was mortgaged for £15,000 and the share capital in the company was £10,000. The plaintiffs wrote to the defendant enclosing a scale of remuneration.

Having found a purchaser, the plaintiffs claimed commission as a percentage of £25,000, the value of the hotel. However, the purchaser had bought the company at a price of £10,000 so the Court of Appeal awarded commission on that basis.

Although the parties may have loosely used the phrase 'selling the hotel', there was nothing in the contract to support the agents' claim that they be paid for something they never effected - namely, a sale of the hotel subject to a mortgage. The actual transaction was a sale of the shares.

'With the letter before him he allowed them to continue. He allowed them to do work ... He agreed to it by conduct for better or worse, and whatever it is, be it high or low, he is bound by it, in my opinion.' (Lord Greene MR)