5/11/2011 Freeman Lockyer v Buckhurst Park Properties (Mangal)Ltd [1964]1 All ER 630 Diplock U:4 conditions to be fulfilled to entitle a contractor to enforce against a co a contract entered into on behalf of the co by an agent who had no authority to enter on behalf of do so "apparent authority"operates as an estoppel Difficulty in applying the apparent authority,generally and specifically in this case 13 Panorama Developments(Guildford)Ltd v Fidelis Furnishing Fabrics Ltd [1971]2QB 711(Court of Appeal) Lord Denning:"a company secretary...is an officer with extensive duties and responsibilities....He is no longer a mere clerk.He regularly makes representations on behalf of the co and enters into contracts on its behalf which come within the day-to-day running of the co's business.So much so that he may be regarded as held out as having the authority to do such things on behalf of the co.He is certainly entitled to sign contracts connected with the administrative side of a co's affairs,such as employing staff and ordering cars,and so forth.All such matters now come within the ostensible authority of a co's secretary." 14 75/11/2011 7 13 Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 1 All ER 630 • Diplock LJ: 4 conditions to be fulfilled to entitle a contractor to enforce against a co a contract entered into on behalf of the co by an agent who had no authority to enter on behalf of do so • “apparent authority” operates as an estoppel • Difficulty in applying the apparent authority, generally and specifically in this case 14 Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971] 2QB 711 (Court of Appeal) • Lord Denning: “a company secretary … is an officer with extensive duties and responsibilities. … He is no longer a mere clerk. He regularly makes representations on behalf of the co and enters into contracts on its behalf which come within the day-to-day running of the co’s business. So much so that he may be regarded as held out as having the authority to do such things on behalf of the co. He is certainly entitled to sign contracts connected with the administrative side of a co’s affairs, such as employing staff and ordering cars, and so forth. All such matters now come within the ostensible authority of a co’s secretary