[2003]JRC002
royal court
(Samedi Division)
7th January 2002
Before: |
M C St J Birt, Deputy Bailiff and Jurats Rumfitt and Potter |
Between |
Modern Hotels Holdings Limited |
Plaintiff |
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And |
The Production Company Limited |
Defendant |
Action by the Plaintiff against the Defendant seeking outstanding rental under, and damages for breach of, an agreement whereby the Plaintiff leased certain equipment to the Defendant.
Advocate J. Martin for the Plaintiff.
Mr R. Hall, a Director on behalf of the Defendant.
judgment
the DEPUTY bailiff:
1. This is an action by the Plaintiff against the Defendant seeking outstanding rental under and damages for breach of an agreement whereby the Plaintiff leased certain equipment to the Defendant. Liability is denied by the Defendant.
THE BACKGROUND
2. Much of the factual background is not in dispute. Mr Richard Hall is a television film producer. Having worked for Channel Television for many years he decided in 1990 to set up an independent television production company called The Production Company Limited. It is that company which is the Defendant in these proceedings. The Defendant had a dedicated team of some seven employees. However it was not easy to make a profit and the company struggled somewhat financially.
3. In 1996 Mr Hall had a conversation with Mr Jonathan Segal on a flight to the island. Mr Segal is the managing director of Modern Hotels Holdings Limited, the Plaintiff. The Plaintiff is part of the Modern Group of companies which run a number of hotels and other businesses. The result of the meeting was that the Modern Group decided to make an investment in the Defendant. Mr Marcel Kramer, the managing director of Channel Island Welding Limited invested at the same time. The investment of the Modern Group was made by one of its companies called Modern Management Services Limited ("MMS"). Mr Kramer's investment was made through a company called Keesret Holdings Ltd ("Keesret"). Both MMS and Keesret subscribed for shares and accordingly injected equity share capital into the business. After the investment the shareholding in the Defendant was allocated as to 50% to Mr Hall, 31% to MMS and 18% to Keesret.
4. Business continued to be difficult and the shareholders injected further funds from time to time. Mr Segal gave evidence that the loan account of MMS with the Defendant rose to something approaching £300,000.
5. In April 2000 the Defendant had need of a further injection of capital. Mr Segal was not willing for MMS to inject further funds by way of loan account. However he did agree that the Plaintiff would purchase certain television equipment from the Defendant for what he described as its `fire-sale' market value and would then lease that equipment back to the Defendant. The Court has seen an invoice which lists the equipment in question and states the aggregate purchase price as £65,000.
6. Having purchased the equipment, the Plaintiff entered into a written lease dated 28th March 2000 with the Defendant whereby the Plaintiff agreed to lease back the equipment to the Defendant. The lease listed the equipment. The lease was stated to be for a minimum period of two years at a monthly rental of £3,250. Thereafter there was to be a secondary period during which the monthly rental would reduce to £1,000. During the secondary period the Defendant could terminate the lease at any time by giving one month's notice. At the termination of the lease the Defendant was obliged to return all the equipment to the Plaintiff.
7. It is accepted that no rental has in fact ever been paid under the lease. On 1st May 2001 the Plaintiff gave notice of immediate termination of the lease because of non-payment of rental. The Plaintiff therefore claims the following:-
(i) |
Rental from 1st April 2000 to 30th April 2001 |
£42,250 |
(ii) |
Damages equal to the rent which would have been earned for the remaining 11 months of the minimum period at £3,250 per month and one month at £1,000 (assuming the lease had been terminated at the earliest opportunity in the secondary period) |
£36,750 |
(iii) |
Return of the equipment and damages for any equipment not returned |
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THE DEFENCES
8. In its original answer the Defendant raised two lines of defence. The first was set out in paragraph 7 and was as follows:-
"The Defendant will further aver that Mr Marcel Kramer, on behalf of the Plaintiff, destroyed certain items of the Equipment in or around August 2000."
The second line of defence is contained in paragraphs 2-6 of the Answer and is as follows:-
"2. By an oral agreement made in or around December 2000, between Mr Jonathan Segal of the Plaintiff and Mr Richard Hall of the Defendant it was agreed that the Agreement referred to in the Order of Justice should be varied.
3. It is averred that Mr Jonathan Segal verbally instructed Mr Richard Hall to sell the Equipment referred to in the Order of Justice for the best possible price and to set off the sale proceeds against the debts of the Defendant.
4. The Defendant, in accordance with the Plaintiff's instructions, employed the services of MCD Auctions of the Coach House, Buxbury Road, Chelsey, Surrey ("MCD Auctions") to sell the Equipment.
5. On or around 26th June 2001 MCD Auctions sold a certain amount of the Equipment on behalf of the Defendant. The sale proceeds, following deductions, amounted to £8,730.00 ("Sale Proceeds").
6. Further deductions were made from the sale proceeds in relation to transport and set-up costs."
9. When the Court began hearing the case on 31st October 2002 these were the sole two grounds of defence. We heard evidence in relation to them and propose therefore to state our findings on these two defences before turning to the new ground of defence which emerged during the course of the hearing on 31st October and which caused the case to be adjourned part heard to 3rd December.
THE FIRST GROUND OF DEFENCE
10. Until about June 2000 the Defendant sub-leased offices on the first floor of a building at La Collette from Channel Island Welders. The Defendant called Mr Ben Roscouet, one of its senior employees to give evidence. He stated that the Defendant moved out of the offices in about June 2000 in order to move to premises at St Aubin. However it left a fair amount of equipment behind at the offices at La Collette because they were short-handed at the time of the move. In particular they left a considerable amount of equipment in a rack in the attic of the building as well as in the offices themselves. Shortly after moving out they came back from a trip to find that they had been locked out of the offices and the locks had been changed. They could therefore not gain access to their remaining equipment. He spoke to Mr Dodds, Mr Kramer's foreman, and told him that they had left some of their equipment. After five days or so they were able to gain access. Thereafter, he said, they went back to the office on some five to eight occasions in order to collect further equipment and move it to the new office at St Aubin's. The equipment which had been left was not that which they required on a daily basis but it was nevertheless valuable equipment. They moved the equipment gradually. However a fair amount still remained.
11. Finally, on one occasion, he went back to find that the refurbishment of the building had started, the layout of the building had been altered and, most importantly, all the remaining equipment had gone. He thought that this was in late August or early September 2000 but accepted that, if the evidence of when the refurbishment started suggested that it was in November 2000, he would not disagree with that.
12. The Defendant also called Mr Marcel Kramer. He was the managing director of Channel Island Welding which sub-leased part of the offices at La Collette to the Defendant. The attic was apparently used as a form of communal storeroom. Mr Kramer recalled the Defendant moving out in the summer of 2000. He went and had a look at the offices shortly afterwards with his foreman. He said that much equipment had been removed but a fair amount still remained. He only went to the offices, not into the attic. He was subsequently told by his foreman that staff from the Defendant had come to collect more of their equipment.
13. He said that the whole building was to be taken over by a company called Port Fairline. He said that he subsequently received a number of requests from Mr Neill of Port Fairline asking him to get the Defendant to remove all its remaining equipment so that Port Fairline could get on with their proposed refurbishment. He passed on these requests. He had not personally been to the Defendant's offices again. He did not destroy or remove the remaining equipment or authorise anyone else to do so. He was never authorised by the Plaintiff to act on their behalf in this respect.
14. In his original evidence Mr Kramer said that he was not aware that the locks had been changed. Following the adjournment the Defendant made further discovery which included a copy of a letter dated 28th June 2000 from Mr Hall to Mr Kramer complaining of being locked out. Mr Kramer said that he had never received this letter.
15. On this aspect of the defence, the Plaintiff called Mr Ian Dodds and Mr Thomas Quinn. Mr Dodds worked for Channel Island Welding Limited. He recalled the Defendant vacating the office in the summer of 2000. One day the firm was just no longer there. A note had been left on the door saying "Gone across the pond." This was a reference to the fact that the company had moved to St Aubin. He went round the office with Mr Kramer. There was a fair amount of equipment left in the office. He had subsequently contacted someone at the Defendant to ask them to remove the remaining equipment. As far as he knew they came down on more than one occasion to remove equipment. In about September or October he had been asked by Mr Quinn, the contractor employed by Port Fairline, to contact the Defendant and ask it to remove the remaining equipment. He had done this. He did not personally remove any of the items. He denied that the locks were changed after the Plaintiff had first moved out.
16. Mr Thomas Quinn was a builder employed by Mr Neill of Port Fairline to carry out the refurbishment. He said that he was first contacted at the end of September or early October 2000. He went round the premises at that stage. He noted that there was quite a bit of equipment in the office and also in the attic. He made clear to Mr Neill that the premises would have to be cleared before he could start work. He in fact started work in November. The equipment had not been moved by then. He contacted Mr Neill again, who said that he would contact Mr Kramer who would in turn chase up the Defendant. Some four to five weeks later one of his employees noted that some of the equipment had been moved, both from the office and from the attic. It apparently looked as if the remainder had been dumped in the middle of the room. He contacted Mr Neill again who told him to dump the equipment; and that is what Mr Quinn did.
17. Mr Segal stated that he had not been involved in any of these discussions nor had he had any connection with the vacating of the Defendant's offices or the clearing out of its equipment. He had not authorised Mr Kramer to do anything on behalf of the Plaintiff.
18. Even Mr Hall was compelled to accept that there was no direct evidence that Mr Kramer had authorised the removal or destruction of the Defendant's equipment. However he said that it was very suspicious and that it must have been Mr Kramer who had removed the equipment, particularly that remaining in the attic. We find that the evidence points strongly to the equipment having been disposed of by Mr Quinn on the instructions of Mr Neill of Port Fairline. It is not entirely clear whether Mr Quinn also disposed of the equipment left in the attic as well as that left in the office. Even if he did not - so that someone else disposed of the equipment left on the rack in the attic - there is no evidence that this was done by Mr Kramer or upon his instructions, let alone that, even if he did so act, this was done with the authority of the Plaintiff. We therefore have no hesitation in dismissing this ground of the defence.
THE SECOND GROUND OF DEFENCE
19. Both Mr Segal and Mr Hall agreed that, during the autumn of 2000, they had had discussions about the possible winding up of the Defendant. It was still losing money. During the course of those discussions it was clear that the Modern Group would almost certainly have to put in further funds in order to ensure that all the trade creditors were paid. Something of the order of £50,000 was mentioned. Mr Segal accepted that he may have wished to know the value of the equipment as part of that exercise. However he denied having instructed Mr Hall to proceed to sell the equipment. Mr Hall, on the other hand, asserted that he had been so instructed and referred to some e-mails between the Defendant and certain other companies which suggested that he was actually trying to sell some of the equipment.
20. The difficult for the Defendant is that, even if one were to accept that Mr Segal had authorised the sale of some equipment, no equipment was in fact sold until June 2001. In evidence, Mr Hall denied specifically that, when selling the equipment in June 2001, he was acting upon any alleged instructions of Mr Segal given in November 2000. This was because he asserted that, by June 2001, he believed that the Defendant owned the equipment and there was therefore no question of acting on the instructions of Mr Segal. He admitted that paragraph 4 of the Answer was wrong in this respect.
21. In the circumstances we consider that this second ground of defence fails because, even on the Defendant's own evidence, the instructions of Mr Segal were not relied upon and made no difference. However we have to say that we do not find that any such instructions were given. In our judgment the parties were merely discussing the possibility of a winding up. The discussions fairly soon moved on to a new proposal, namely that Mr Hall should take over all the shares in the Defendant and continue to run the company. In those circumstances there was clearly no need or purpose in Mr Segal instructing that the equipment be sold. We accept Mr Segal's evidence that he did not in fact give any such instructions.
THE THIRD GROUND OF DEFENCE
22. During the course of the hearing on 31st October it became clear that Mr Hall was raising a third defence. This was to the effect that, as part of the transaction of 1st February 2001 whereby Mr Hall acquired the shares in the Defendant from MMS and Keesret, the lease of the equipment was cancelled and the equipment transferred to the Defendant. In the light of this the Court ordered an adjournment so that the Defendant might amend its pleading to reflect this new line of defence, further discovery could place if appropriate and the Plaintiff could consider whether it needed to call any evidence to deal with this allegation.
23. At the resumed hearing on 3rd December the Plaintiff recalled Mr Segal to give evidence on this aspect of the case. Much was not in dispute. Thus both sides agreed that, at the time of the discussion concerning a possible winding up towards the latter part of 2000, Mr Hall had not been enthusiastic. He wanted to continue with the Defendant's business if possible. He also wanted to save MMS from having to put in any more money simply in order to wind up the Defendant.
24. Accordingly he put forward a proposal whereby he would take on the Defendant and the other shareholders would essentially walk away from their investment by transferring their shares and assigning their loan accounts to Mr Hall. On any view the agreement between the parties involved the following:-
(i) MMS and Keesret would transfer their shares in the Defendant to Mr Hall for a nominal consideration.
(ii) MMS and Keesret were to assign to Mr Hall the loan accounts owing to them by the Defendant.
(iii) The Defendant would honour the trade creditors including certain companies within the Modern Group such as Expotel. These were to be paid as soon as trading circumstances permitted.
(iv) In return the Defendant agreed to transfer to MMS its film stock.
25. Written agreements were drawn up by Messrs Crill Canavan on the instructions of Mr Segal in order to reflect the above matters. In effect, the shareholders were walking away from the Defendant and foregoing their shareholder loans in exchange for the film stock.
26. Where the parties disagree is in relation to the lease of the equipment. Mr Hall asserted that, as part of the agreement of 1st February 2001, he agreed orally with Mr Segal that the Modern Group would forego all leases and loans. Although he could not say that there had been any specific discussion concerning the equipment lease he would certainly have said to Mr Segal that the Modern Group had to forego all leases and loans; this would therefore have included the equipment lease. He said that he would not have agreed to the proposal otherwise. The Defendant was not at that stage in a financial position to pay the rental (including arrears) under the equipment lease. He pointed out that, from 1st February 2001 (the date of the agreement) to 1st May 2001, the Plaintiff never chased the Defendant for any rental payments; it only chased in relation to trade debts owing to Expotel and other group companies. This was not consistent with a belief on its part that the equipment lease remained in being.
27. Mr Segal agreed that there had been no specific mention of any cancellation of the equipment lease; but nor had there been any mention of cancellation of leases generally. The agreement was as set out in the written documents. The Modern Group believed in ensuring that agreements and major transactions were evidenced in writing. Thus the original sale and lease-back of the equipment had been reduced to writing. Following the agreement with Mr Hall, he had instructed Crill Canavan to produce documents to reflect the agreement which had been reached. That firm had produced - and the parties had executed - an agreement for the sale of the shares by MMS and Keesret to Mr Hall, an assignment of the shareholder loan accounts to Mr Hall by the selling shareholders, a notification by Mr Hall to the Defendant of the assignment of the loan accounts; and an agreement whereby the rights in the film stock were transferred by the Defendant. Agreements were executed in this form by Mr Hall. The documents were prepared in this form because that was what the agreement was. We should add that the Court has seen all of these documents save for the agreement for the transfer of the film stock. However Mr Hall accepted that such an agreement was produced and executed. Mr Segal asserted that, had the cancellation of the lease and transfer of the equipment to the Defendant formed part of the transaction, this too would have been reduced to writing.
28. He also stated that the ownership of MMS was not the same as the Plaintiff. He and his father were the ultimate owners of MMS. He therefore felt able, in effect, to forego the whole of the investment of MMS in the Defendant without reference to anyone else. However the Plaintiff had other shareholders. He could not therefore, entirely on his own, agree to give up a valuable asset, namely the equipment and the benefit of the lease.
29. Mr Hall asserted that Mr Christopher Morgan, the finance director of the Plaintiff, had been present at some of the meetings and could therefore support his evidence. He called Mr Morgan to give evidence. Mr Morgan, who remains the finance director of the Plaintiff, stated that he could not recall any proposal that the equipment lease should be cancelled and the equipment handed over to the Defendant. He did not hear any discussion of such a proposal. He did however agree that the Defendant would have had difficulty in paying the rental payments in view of its financial position. He mentioned that there had been insufficient funds to pay its staff at Christmas 2000.
30. We have carefully considered the evidence given before us. Having done so we have concluded that we accept the evidence of Mr Segal and we find that there was no agreement between Mr Segal, on behalf of the Plaintiff, and Mr Hall, on behalf of the Defendant, that the equipment was to be transferred to the Defendant and the equipment lease cancelled as part of the agreement would took effect on 1st February 2001. Our reasons are as follows:-
(i) The third line of defence was clearly key to the Defendant in this case. Yet, no mention of it was made in the original answer or indeed in any document until the hearing on 31st October. The original answer was drafted by Messrs Michael Voisin & Co., who were acting for the Defendant at the time, albeit that by the time of the trial Mr Hall was acting in person by reason of a shortage of funds. Mr Hall asserted that he had told his advocates of the defence. We have not heard evidence from anyone at Michael Voisin & Co but in our judgment it is inconceivable that an advocate who was told that the lease (which is the subject of the proceedings) was cancelled as part of the agreement of 1st February 2001 and that, far from the equipment being owned by the Plaintiff, it had since then been owned by the Defendant, would fail to mention this in the answer.
(ii) On the contrary, paragraph 4 of the answer specifically states that the sale of equipment at MCD Auctions in June 2001 was undertaken in accordance with the Plaintiff's instructions as issued by Mr Segal in December 2000. This is quite inconsistent with the assertion that, from 1st February 2001 onwards, the Defendant owned the equipment.
(iii) The agreement of 1st February 2001 was reduced to writing and executed upon that date. Crill Canavan drafted an agreement of sale of shares, assignments of loan accounts, notices of assignment of loan accounts and a transfer of the film stock. In other words there were written agreements which are consistent with the version of events put forward by Mr Segal. This points strongly to there not having been an oral agreement that the equipment would be transferred to the Defendant and the equipment lease cancelled. We accept that Mr Segal is a businessman who likes transactions to be put into writing. We find that, had the transfer of the equipment and cancellation of the lease been part of the overall agreement, this would have been reflected in the instructions given to Crill Canavan and the written agreements produced as a result.
(iv) Mr Segal's letter of 1st May 2001 to the Defendant cancels the equipment lease because of non payment of the rental. This is only consistent with a belief on Mr Segal's part that the lease still existed. We accept that this letter was never received by Mr Hall. It is clear from the evidence of Mr Segal's secretary Gabrielle Brady that the letter was mistakenly sent to an old address of the Defendant which had long since been vacated by it.
(v) We accept Mr Segal's evidence that, whereas he felt that he had the authority on behalf of MMS, in effect, to write off the whole of its investment in the Defendant (including the loan accounts) because it was owned by himself and his father, he did not have similarly wide authority in relation to the Plaintiff because of other shareholders. He would have had to have consulted them if it had been suggested that the Plaintiff should transfer the equipment to the Defendant and cancel the lease despite having paid £65,000 for the equipment as recently as March 2000; and all this merely to help MMS escape from a poor investment.
(vi) We accept that the chasing for payment which took place between 1st February and 1st May 2001 was in relation to the trade debts owed by the Defendant to Expotel etc; but we do not think that this affects our conclusions.
(vii) It may be that Mr Hall misled himself into thinking that, despite the absence of any specific discussion with Mr Segal concerning the equipment and the absence of any reference to the equipment lease in the legal documents drawn up by Crill Canavan and executed by him, the agreement of 1st February 2001 did include the transfer of the equipment to the Defendant by the Plaintiff and the consequent cancellation of the lease. However, it takes two to make an agreement. We are quite satisfied that Mr Segal did not intend to make any such agreement and that, viewed objectively, no such agreement was ever entered into by the Plaintiff and the Defendant. Any mistaken belief on Mr Hall's part would not therefore avail him and would not operate so as to create an agreement for the transfer of the equipment to the Defendant and the cancellation of the lease where none in fact existed.
31. In the circumstances we find against the Defendant on this third limb of its defence.
REMEDY
32. It follows that we find the Defendant is in breach of the lease. The Plaintiff is therefore entitled to the arrears of rental to 1st May 2001 when the Plaintiff cancelled the lease. This amounts to thirteen months rental and totals £42,250. The Plaintiff is also entitled to damages for the remaining part of the minimum lease period together with the minimum period of one month of the secondary period before the Defendant could have terminated the lease. This totals £36,750.
33. The Plaintiff is also entitled to an order for the return of those items of the equipment which are still in the possession of the Defendant. According to Mr Hall's evidence the following equipment (as described in the lease) is still in the possession of the Defendant:-
Location Filming Equipment
Vinten 20 - tripod
Lighting kit - 2 x blondes
Lighting kit - 2 x red heads
Portable sound kit
Various mics/cables
Radio mics
In-house Edit Equipment
Wave Form - EV4061 (Mr Hall needs to check the number. The Defendant still possesses one of these but this particular item may have been disposed of at La Collette.
Picture monitor - Panasonic Grade 1
Media 100 - Various software
Media 100 - New Mac G3
Media 100 - Old Power Mac 7500
Media 100 - Board
Media 100 - Breakout Unit
Media 100 - Sagita 36 Gig Raid
Media 100 - Sc board
Media 100 - Tyrell 4 x 4.5 gig raid
34. Some of the equipment was sold at MCD Auctions on 27th June 2001. Mr Hall took the Court through the MCD Auction's invoice. He stated that the price received for some of the items was disappointing but nevertheless this was the price obtained on an open sale. We see no reason not to accept this as the best evidence of the market value of the items sold. It follows that we assess damages for the wrongful sale of these items in the sums which were received by the Defendant from the MCD Auction sale. We also accept that the total received by the Defendant was £8,730.00 and not the sum of £10,257.75 shown in the invoice. It is clear that there is a decimal point error in the VAT deduction. Adjusting for this gives the correct figure of £8,730.00 which is consistent with Mr Hall's evidence as to the amount received into the Defendant's bank account. Accordingly we award damages for the items sold in the sum of £8,730.00 and for the avoidance of doubt we list the items (as described in the lease) which were sold at auction as follows:-
In-House Edit Equipment
Edit VTR - CVR70 rec/play
Edit VTR - CVR65 play
Edit VTR - CVR60 play
Vision Desk - Ampex Vista 10
Video Effects - ADO100 Component
Edit Controller - Ampex Ace 25
Sound Desk - Soundcraft 200 BE8
Standby Vision Desk - For a VPS-510PC
Graphics - Spaceward Matisse
Graphics - Spaceward Graffiti
Station Sync - SPG
Encoder - Composite - Comp
Encoder - RGB - Composite
Sony Monitors - 4 x Sony 14" PVMS
Turnkey Unit - Ampex Edit Housing
Cable looms - Custom for suite
35. That leaves items which, according to Mr Hall, were at La Collette and disappeared. According to his evidence these were as follows:-
Edit VTR - BVU800 rec/play
Caption Camera - Sony M3 cam + ccu
TBC - Sony BE 800
Cap Gen - Aston 3
Dubbing Desk - Drake 8 Channel
Audio Chase - Fostex 2 track
Audio Chase - Fostex 8 track
Audio Chase - Fostex sync kit
Picture Monitor - Sony Grade 1
36. He referred to certain other items which had been thrown or given away and were therefore no longer in the possession of the Defendant.
37. The Plaintiff is entitled to damages for the market value of all the items not returned. To the extent that they are identified as having been sold at MCD Auctions, we have assessed the market value. To the extent that they were at La Collette or are for any other reason not now capable of being returned, the Plaintiff is entitled to damages. We refer to the Greffier the assessment of the market value of such items if it becomes necessary.
38. Miss Martin, in our view very sensibly, accepted that, in the light of the way in which the Plaintiff had let the rental arrears build up, it would not be right to seek interest. The Plaintiff therefore abandoned the claim for interest contained in the order of justice.
39. In summary we award the following:-
(i) Damages for arrears and loss of rental £79,000.
(ii) Damages for equipment sold at MCD Auctions £8,730.00.
(iii) All of the leased equipment still in the possession of the Defendant to be returned.
(iv) Damages for any equipment not returned (other than that sold at MCD Auctions) to be assessed by the Greffier if not agreed.
40. This action is the first part of litigation between the Plaintiff and the Defendant. Shortly before the hearing there was a dispute as to the order in which matters were to be taken. Mr Hall asserts that the Defendant has a substantial counter-claim against the Plaintiff or an associated company in the other action. In the circumstances the Court made it clear that the Defendant should not be prejudiced by the order in which the litigation was heard. We therefore stated that there would be a stay of execution upon any judgment granted to the Plaintiff in the present proceedings. It follows that, save in relation to the order for the return of the equipment, we stay execution of the judgment in the aggregate sum of £87,730.
Authorities.
Basden Hotels ltd-v-Dormy Hotels Ltd (1968) JJ 911.
Snell's Equity (29th Ed'n): Chapter 5: Equitable Estoppel.
RSC (1999 Ed'n) Order 18; Rule 13.
Chitty on Contracts (27th Ed'n) (1994): Vol.1; para 5-311 to 351.
Selby-v-Romeril (1996) JLR 210.
Pothier: Traité des Obligations (1781 Ed'n): Part 1: Chapter 1: para 16-20.