Mrs Okonji and Mr Siaw (the "Appellants") were partners in a firm of solicitors, who obtained finance from C F Asset Finance ("CF") for their purchase of office equipment from Ishirosoft Limited ("Ishirosoft"). CF raised an action against the Appellants, their case being that they had bought the equipment from Ishirosoft and hired it to the Appellants, and were now due arrears following non-payment by the Appellants. They were successful at first instance.
On appeal, the Appellants claimed that they had never entered into a contract with CF. Their case was that a Mr Ojo, a salesman for Ishirosoft, had offered to supply them with the equipment on hire terms, and in response to the Appellants' concerns about their credit rating, had suggested that Mrs Okonji sign a blank hire agreement from CF, and he would use it to ascertain what credit was available to them. Mr Ojo brought the equipment to the Appellants' offices, and left it there despite their insistence that they did not want it. Mr Ojo then completed the signed hire agreement, and submitted it as a proposal to CF, who accepted it and signed it.
The question before the Court was whether any valid contract had ever been constituted. It was held that it had not. Even if the hire agreement signed by the Appellants and completed by Mr Ojo constituted an offer, the Appellants' clear unwillingness to accept the goods when delivered was sufficient as a revocation of the offer.
CF claimed that the revocation had not been effectively communicated to them, because Mr Ojo was not their agent for the purposes of receiving revocation. They sought to rely on their trading agreement with Ishirosoft, which they claimed created a limited agency restricted to introducing customers and submitting proposals for finance. This was rejected by the Court, who saw no distinction between Mr Ojo's authority to forward proposals to CF, and his authority to receive notice of the revocation of those proposals.
This case serves as a reminder that the agency given to retailers under trading agreements can be wider than intended, and that finance companies have to take care in drafting their trading agreements to avoid being caught out.