CABLE AND WIRELESS SYSTEMS LTD v. WU MAN KIN EDDIE

HCA003030/1989

[If you wish to escape personal liability on a contract which you sign, because you are signing it not on your own behalf but on behalfof a principal, named or not, you must make this clear when you sign]

1989, No. A3030

IN THE SUPREME COURT OF HONG KONG

HIGH COURT

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BETWEEN

CABLE & WIRELESS SYSTEMS LIMITED

Plaintiff

and

WU MAN KIN EDDIE

Defendant

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Coram: Godfrey J.

Date of judgment: 28th November 1989

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J U D G M E N T

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1. This is an appeal from a decision of Master Perrior, who on 6th November 1989 gave judgment for the plaintiff in this action underthe provisions of Order 14 of the Rules of the Supreme Court.

2. The dispute between the parties arises out of contracts for the sale by the plaintiff of handheld telephones and accessories. Thecontracts in question were made in writing (or, alternatively, were evidenced in writing) and there are three in number. I will takethem in chronological order.

3. The first order is numbered 8255667 and was made on 23rd August 1988. This was a contract in the form of a quotation addressed toone “Eddie Wu”. “Eddie Wu” is the defendant. “Eddie Wu” appears to have signed the quotation. The defendant, using the signature”Eddie” signed the delivery note.

4. The second order is numbered 882568 and was made on 25th August 1988. This one is addressed to “Wu Man Kin”. Again, this is the defendant.It is signed, or appears to be signed, by “Eddie Wu”, although in a signature different from that adopted in relation to the firstorder. The defendant, using the signature “Eddie”, signed the delivery note.

5. The third order is numbered 822566 and was made on 26th August 1988. (It is curious that the quotation number on the third ordershould be an earlier number in the series than on the first and second orders; but there it is.) The defendant signed, and acceptsthat he signed, the third order. He also signed the delivery note, using the signature “Eddie”.

6. The defendant says that, although he signed the third order, he never signed either of the other two. Somebody did. It is not suggestedon behalf of the defendant that these other orders were signed by somebody on behalf of the plaintiff in fraud of the defendant.He merely says that he, the defendant, did not sign those two orders. It is also said on behalf of the defendant, as I understandit, that he is associated in some way with a company called Rocky Company Limited; and that these orders, or some of them, were placednot by him personally but by that company.

7. However that may be, the rule is quite clear. If you wish to escape personal liability on a contract which you sign, because youare signing it not on your own behalf but for and on behalf of a principal, named or not, you must make this clear when you sign: see Basma v. Weeks [1950] AC 441. That is why a properly drawn quotation to a company will be addressed to the company, and will be signed, for and on behalf of thecompany, by a person authorised so to do. In each of the three orders with which I am concerned here, the defendant has not signedfor and on behalf of Rocky Company Limited. Indeed, a reference to the three quotations, and the three delivery notes, disclosesabsolutely no mention of that company at all anywhere.

8. In those circumstances, whatever the truth of the matter may or may not be about the signatures on these documents, and the intentionsof the defendant, it seems to me that he has raised no triable issue and no ground of defence. By his conduct in signing these contracts,and the delivery notes, without anywhere indicating that he was doing so on behalf of Rocky Company Limited or anybody else, he hasassumed personal liability; and he cannot now be excused from it. For these reasons, I propose to affirm the decision of the Masterand to dismiss this appeal with costs.

(G.M. Godfrey)

Judge of the High Court

Representation:

Mr Tommy Chung instructed by M/s J.S.M. for Plaintiff (Respondent)

Mr Simon Ip of M/s Yung Yu Yuen for Defendant (Appellant)