Frederick Donowa and 3 others (Appellants) v Donridge Heights Ltd (Respondent) (Trinidad and Tobago)
Case ID: JCPC 2020/0078
Jurisdiction: Court of Appeal of the Republic of Trinidad and Tobago
Case summary
Issue
Whether the relevant contract was one between a principal and agent or a contract of sale and resale? If the contract was between a principal and agent, did the agent exceed its authority when it entered into various agreements to sell certain land? If the agent did exceed its authority, were the agent's actions ratified by the principals?
Facts
This case concerns a parcel of land that the Appellants were left by their mother. In early 2006, Howard John of Greenfield Properties Limited ("Greenfield") approached the Appellants. He said he wanted to acquire the lands so that he could develop them. He however indicated that he did not have the money to purchase the lands prior to embarking on the development project. Mr John proposed that the Appellants allow him to proceed to develop the lands and he would pay them when he got income from selling the property. The Appellants agreed to this and on 19 May 2006 the Appellants entered ito an agreement with Greenfield (the "2006 agreement") to among other things develop 30 acres of the 70 acre parcel of land.
By several agreements each dated 9 June 2008 made between Greenfield and the Donridge Heights Limited, the Respondent, Greenfield agreed to sell and the Respondent to buy a leasehold interest for a term of 999 years in the developed lands for a total sum of $10,170,184.00. The Respondent made a deposit on the purchase price of the lots in the total amount of $2,057,770.00.
These agreements were never completed by Greenfield who failed to develop the parcels as agreed. The Respondents sought a refund from Greenfield and were unsuccessful. The Respondents then claimed damages for breach of contract against Greenfield and the Appellants on the basis that Greenfield was an agent of the Appellants under the 2006 agreement and was acting as such when it entered into the sale of land agreements with the Respondent. The Appellants contend that Greenfield was not their agent and was in fact a purchaser for resale.
The High Court ordered the Appellants and Greenfield to pay the Respondent damages for breach of contract. The Court of Appeal dismissed the Appellants appeal. The Appellants now appeal to the Judicial Committee of the Privy Council.
Parties
Appellant
(1) Frederick Donowa
(2) Vigilia Bernar
(3) Neville Donowa
(4) Maria Donowa
Respondent
Donridge Heights Ltd
Appeal
Justices
Lord Hodge, Lord Briggs, Lord Hamblen, Lord Stephens, Lord Richards
Hearing start date
14 May 2024
Hearing finish date
14 May 2024