Agency-Authority to sell goods-Revocation-Whether affected by request for
principal's advice

Damages-Sale of goods-Failure to deliver-s-Measure of damages

The respondents authorized the applicant to sell 10 tons of durra at
the current price of the market at Port Sudan. The applicant received an
offer to buy at PT.310. He wrote informing the respondents of this and

•. Court: Owen CiJ. and Evans R.G.L.

asking their. views. Before receiving an answer he sold at PT.310. The
market price then went to PT.420. The respondents in the meantime sold
the same durra to one Ibrahim EI Buluk and instructed the applicant to
hand over the durra. It was (00 late. A merchants committee decision re-
sulted in £E.8.500 mlms being paid by the respondents to EI Buluk,
Next a legna was summoned by the district commissioner. It decided that
the applicant was to blame and £E.9.500 mlms was assessed as damages
to be paid by him to the respondents. The respondents then raised a
civil suit claiming that sum. The district judge held that the applicant
was guilty of negligent and unauthorized dealing and that £E.9.500 m/ms
was reasonable damages.

Held: (i) .An agents authority to sell is not affected by his request
for the principal's advice. It remains unimpaired until withdrawn or sus-
pended by the principal.

(ii) On the facts of the case, the appellant's authority was not with-
drawn until after the sale. The sale was neither negligent nor unauthor-
ized.

(iii) When a contract for the sale of goods is breached by the seller,
the measure of damages is the difference between the contract price and
the price in the market on the day when the seller notifies the buyer of hi~
inability to fill the order.

Revision

1934. Owen C.J.: On. January 11, 1934 the respondents, mer-
chants of Urn Ruaba in Kordofan, wrote to the applicant in Port
Sudan asking him to take over from one Sheikh Mohammed Zein
Seddik a consignment of 105 bags (ten tons) of durra, and asking
him to sell it at the current price of the day. They invited him to
dispose of it either by sale or by exchange as soon as he could.
The letter concluded as follows: "Please use your best to sell this
consignment: we are confident of you. Later on, if you see the price
is suitable I shall send you durra or dukhn every week for disposal.
God help us all. Trade is at a standstill. Please let us know your
prices for 10 tons feterita ready for despatch."

graphed the respondents 11S follows: "Do we sell at PT.30S." No
answer was received. Two days later he received an offer of PT.310.
On that day he wrote informing the respondents of this and asking
their views. He recommended sale. This letter probably did not
reach Urn Ruaba until January 29. However, on the day on which
he wrote it the applicant sold the durra at PT.310, without troubling
to wait for the expression of views that he had that wry day invited.

Immediately after he sold it, the price of durra went u r and in the
course of the next few days appears to have reach," i PT.420. On
January 29, presumably on receipt of the applicant's letter. the re-
spondents instructed him to hand over the durra to one Humza Mustafa.
The reply was of course that it was too late, the durra had been sold.
The respondents thereupon telegraphed on the 31st: "We do not
authorize you to dispose of it. Hand it over to Hamza Mekkawi.
We have disposed of it locally."

What the respondents had done was to sell the grain to a local
merchant named Ibrahim El Buluk for PT.320. It is not clear when
this sale took place. It must have taken place between the 29th when
the respondents received the applicant's letter, and late on the 31st
when they sent their telegram. At any rate it was too late, so, after
a not very clearly explained delay, a "merchants committee" was
formed 'at Urn Ruaba to discuss the problem. This committee decided
that the respondents must pay to Ibrahim EI Buluk the difference
between the price contracted for (PT.320) and PT.460 which was,
they said, the price at Port Sudan on the day of the meglis. This
, +ked out at £E.14, but Ibrahim El Buluk generously agreed to accept
~c,8,500 m/rns in settlement. It is in evidence that the respondents
actually paid this sum.

The next step in this extraordinary story is the summoning of
a legna by the district commissioner. What this legna was invited
to do is not very clear, but what they did do was to deliver a judge-
ment to the effect that the applicant was to blame, and the sum
payable by him to the respondents by way of damages was £E.9.500
m/rns, of which £E.l represented the' difference between PT.310 (it's
sale price at Port Sudan) and PT.320 (it's sale price at Urn Ruaba),
and £E,8.500 m/rns represented the sum "paid to Sheikh Ibrahim El
Buluk, the purchaser, before a legna after he has foregone PT.350,"

The respondents thereupon raised a civil suit for this sum of
£E.9,500 m/rns, and for the first time, presumably, the applicant was
summoned from Port Sudan to Urn Ruaba to defend it He was
obviously unable to travel this distance, so the case was heard in his
absence. The learned judge held that the applicant had been guilty
of "negligence and unauthorized dealing," and held that the sum of
£E.9.500 m/ms re~resente.d "reasonable" damages,

I do not understan(fho~ the applicants sale was negligent and
unauthorized, It" is true he ~rote asking the respondents' advice, but

that did not mean that he was not at liberty to exercise the discretion
and authority that had been given originally. Is it suggested that
he could have been wrong in selling at PT.400 before he had received
a reply, or in selling at PT .310 if he had reason to believe that a
serious fall in price was imminent? The proper people to withdraw
or suspend their instructions and authority were the respondents. Their
opportunity arrived when a telegram reached diem suggesting PT.30S
as the price for sale, They did not take it. They left the appellant
in full possession of the very wide powers they had given him, ami
his authority to sell was utterly unaffected by the letter sent to them
on January 25th. That letter is not enough to show that the relations
established by the original instructions were abrogated or altered at all.

Even if there had been a breach of contract by the applicant,
the matter is by no means concluded. The respondents knew perfectly
well on January 31 that thedurra had been sold at PT.310. It was
their duty there and then to inform Ibrahim El Buluk that they
were unable to fulfil their contract to him. They had no right to
try to cancel the Port Sudan contract. The damages for the breach
of their own contract with Ibrahim EI Buluk was a matter between
them and him, and could only be measured by reference to the
price contracted for and the price of the durra at the time when they
informed him that the contract w~s _C?!f. The first legna assessed the
damages by reference to the price on February 5th, the day on which
they sat. This was wrong. The second legna assessed the damages
by reference to what Ibrahim El Buluk said he would take in settle-
ment. This again is wrong. Finally the court decided that £E.9.S00
m/rns was reasonable. If there were any breach of contract in this
case, the applicant was entitled to have the damages assessed properly
with some reference to the actual facts and the law governing them.
But, as I have indicated, there was no breach of contract, and so the
question of damages does not arise. The merchants of Um Ruaba
seem to stand in need of a reminder that they should not sell goods
which they have left in the hands of an agent for sale before they
have in the clearest and most unequivocal terms withdrawn that agent's
authority.

Evans R.G.L.: The whole case, in my view, turns upon the
terms upon which the applicant was authorized by the respondent
to dispose of the consignment of 105 bags of -durra. That authoriza-
tion is contained in the respondents' letter to the applicant of January
11, 1934, (quoted in the learned Chief Justice's judgement) and which,