The case of Bailey v Angove’s Pty Ltd [2016] UKSC 47 offers an intricate examination of agency law, particularly focusing on the revocation of an agent’s authority in the context of insolvency. This judgment is pivotal for law students exploring the dynamics of agency relationships and the protection of principal interests under commercial pressures.

  • In the case of Bailey v Angove’s Pty Ltd [2016] UKSC 47, it was held that an agent’s authority could be revoked by the principal, unless the agent had their own interest in the exercise of their authority and two conditions were satisfied.
  • First, the parties must have agreed that the agent’s agency would be irrevocable. Second, the authority had to secure a financial interest of the agent.

Facts of the Case Bailey v Angove’s Pty Ltd

  • D acted as C’s agent and distributor in the UK. In April 2012 D went into administration, and in July moved into creditors’ voluntary liquidation. There were outstanding invoices from two UK retailers.
  • On 23rd April 2012 C gave written notice terminating the Agency and Distribution Agreement and D’s authority to collect the prices. The note declared C’s intention to collect these prices directly and account separately to C for their commission.
  • D objected that they were entitled to collect the prices, deduct commissions, and leave C to prove in the winding up process for the rest of the price. They claimed that their relationship (relating to the invoices) was that of buyer and seller, not agent and principal. D’s liability to C was debt for goods sold and delivered. C contested this and argued that any monies held by D for their account were held in trust.

Issues in Bailey v Angove’s Pty Ltd

  • Does D retain authority to claim the price from customers even if C gave written notice terminating the Agreement?
  • Was there a constructive trust for monies received by D while knowing that insolvency would prevent them from fulfilling their obligations?

Held by the Supreme Court

  • It was held that D’s authority to collect the unpaid invoices ended upon termination of the Agreement.
  • No constructive trust was created.

Lord Sumption

  • The general rule is that the principal can revoke an agent’s authority, even if their contract expresses it as irrevocable. The revocation terminates the agent’s authority but gives rise to damages. Lord Kenyon in Walsh v Whitcomb (1797) 2 Esp 565 stated that powers of attorney are ‘revocable from their nature.’
  • An agent is empowered to commit his principal within the limits of his authority as if the principal had agreed personally. This is a confidential relationship importing a duty of loyalty on the agent’s behalf. Allowing for continued authority after revocation would amount to the specific enforcement of a relationship which by nature is not specifically enforceable.
  • The main exception is where the agent has his own relevant interest in exercising their authority. This requires an agreement that the agent’s authority shall be irrevocable, and that authority must be given to secure the agent’s own interest, either a proprietary interest or a liability owed to them. In these cases, the agent’s authority is irrevocable while the interest subsists.
  • The wording and nature of the Agreement did not satisfy either of these two conditions; D’s authority was granted as a responsibility and not a right, and there was nothing within the Agreement preventing C from collecting the prices directly.
  • “When money was paid by the customers to D it was not impressed with any trust in favour of C. If, therefore, a constructive trust came into being, it did so for the first time upon it’s reaching the payee. The money would thereafter be traceable for as long as it remained identifiable in the hands of any third party other than a bona fide purchaser for value without notice. It would not form part of the insolvent estate, thereby conferring priority on C’s over other creditors, including many whose position would otherwise be no different from theirs. This is elementary, and fundamental” [26].

Significance of the Case on the Development of the Law

Bailey v Angove’s Pty Ltd provides crucial insights into the legal treatment of agency and principal relationships, particularly in scenarios involving the insolvency of the agent. The significance of this decision is evident through its clarification of several key aspects of agency law:

  1. Authority of Agents: The Supreme Court clarified that a principal could revoke an agent’s authority unless the agency agreement specifies that the authority is irrevocable because the agent has a significant interest in continuing to exercise that authority. This principle was previously explored in Irrevocable Commissions v. Lothian [1909], which dealt with the conditions under which an agency is considered irrevocable.
  2. Impact on Commercial Practices: The ruling influences commercial practices by reinforcing the security of transactions in cases where one party faces financial instability. The decision echoes the principles laid out in Watson v Davies [1931], where it was held that a principal could not terminate an agent’s authority to the detriment of third-party rights already in play.
  3. Interaction with Insolvency Law: This case also intersects with insolvency law, particularly regarding how debts are collected and handled once an agent enters insolvency. The case of Re Yagerphone Ltd [1935] is a pertinent example where the court had to decide on the continuation of agency duties post-insolvency.

Exam Questions and Answers

Below, you will find answers to questions that are most commonly asked based on this case.

What specific legal protections are available to principals against insolvent agents in ongoing transactions?

In the UK, principals can protect themselves against insolvent agents by ensuring the agency contract includes terms that allow for immediate termination upon insolvency. Additionally, the case Erlanger v New Sombrero Phosphate Co (1878) established that principals might seek to reclaim any unremitted funds directly from third parties if the agent becomes insolvent, thus providing an added layer of security.

How does this case impact the contractual rights of third parties when an agency is revoked?

The decision in Bailey v Angove’s highlights that third parties’ rights are generally protected under the law if they entered into the contract in good faith and without knowledge of the agency’s revocation. This aligns with the principles in Boston Deep Sea Fishing and Ice Co v Ansell (1888), which protected third parties’ interests where contracts were made before they had notice of the agency termination.

In what ways can principals safeguard their interests when establishing irrevocable agencies?

Principals can safeguard their interests in irrevocable agencies by clearly defining the circumstances and conditions under which the agency is irrevocable in the agency agreement, such as ensuring the agency includes interests that significantly benefit the agent. They may also include detailed supervisory and reporting requirements to maintain oversight, as reinforced by the guidelines from Luxor (Eastbourne) Ltd v Cooper (1941), which discuss the conditions under which an agency can be deemed irrevocable due to the agent’s substantial interest in the transaction.

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