Mr Hamid was the sole director and shareholder of a company called Chad Furniture Stores Limited which traded under the name "Moon Furniture". Chad traded from a building which was owned by Mr Hamid personally. He proposed to build a showroom on the site and Francis Bradshaw architects were appointed. The letter of appointment was signed by Mr Hamid with his typed name following the name Moon Furniture. There was nothing in the appointment to indicate that Moon Furniture was the trading name of Chad Furniture Stores. The architects' work was allegedly defective, so Mr Hamid brought an action against them in his own name. They raised the defence that the proper party was Chad Furniture Services (which one assumes had suffered no loss because it did not own the property).
The Court of Appeal, agreeing with the High Court, held that Dr Hamid had personally engaged the architects. It was established law that extrinsic evidence could be admitted to establish the correct identity of a party to a contract. The court's approach had to be objective, i.e. the question was what a reasonable person would conclude. If the extrinsic evidence established that a party had been mis-described, the court might correct that error as a matter of construction without the need for rectification. Here, Mr Hamid had been contracting personally and did not sign the letter as director or agent for Chad Furniture Stores. Mr Hamid had not qualified his signature or otherwise made it plain that the contract had not bound him personally. The mere reference to Moon Furniture, without any indication that it was the trading name of the company, was not an effective qualification. Even though the architects could have ascertained that Moon Furniture was the trading name of the company, that was irrelevant.
Comment. The result may have been obvious, but it does show that care is required to ensure that a signatory's capacity is made clear.
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