Authority to sell: part-deferred secured payment permitted; reservation of remedies does not bar specific performance.

The note clarifies three legal principles: an authority to sell 'for the best price' can encompass agreements with part-deferred but secured payment, so agents acting within a reasonable construction of corporate authority validly executed such a sale; a purchaser's contemporaneous reservation of remedies while seeking cure of a title defect does not amount to abandonment or effective repudiation barring specific performance; and restoration of a company to the register and active prosecution of restoration proceedings can exclude the petition period from limitation, so suits for specific performance are not time-barred where no clear refusal to perform occurred.

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Issues: (i) Whether the persons authorised by the company resolution had authority to enter into Exhibit Q which provided for part-deferred payment; (ii) Whether the plaintiff by Exhibit X abandoned or repudiated his right to specific performance; (iii) Whether the plaintiff's suit for specific performance was barred by limitation.

Issue (i): Whether the company agents were empowered to execute Exhibit Q which secured part of the price by deferred payment.

Analysis: The company resolution authorised sale for the best price and receipt of purchase money with application of proceeds to debts and distribution to shareholders. An authority to sell for cash is capable of being construed to include sales where part of the price is deferred but secured. Precedents and agency principles permit construing ambiguous authority in favour of acts done in good faith that fall within a reasonable construction of the authority. Evidence did not establish urgency or insolvency that would limit the authority to immediate cash-only sales.

Conclusion: The agents were within their authority to execute Exhibit Q; the agreement was valid as a sale despite part-deferred payment. Conclusion in favour of Respondent (plaintiff).

Issue (ii): Whether Exhibit X operated as an abandonment or effective repudiation of the contract by the plaintiff, precluding specific performance.

Analysis: Exhibit X asserted the contract was voidable for defect of title but expressly sought a clean and legal title and reserved all legal remedies. The company applied successfully for restoration to the register thereby curing the defect relied on in Exhibit X; the company did not accept any purported repudiation but instead acted to implement the contract. The transfer to a subsequent purchaser occurred after restoration and was not justified by an accepted repudiation. Time fixed in the agreement was not treated as of the essence and the delay was not due to plaintiff's fault.

Conclusion: Exhibit X did not constitute abandonment of the remedy of specific performance; the plaintiff did not effectively repudiate the contract. Conclusion in favour of Respondent (plaintiff).

Issue (iii): Whether the suit for specific performance was barred by limitation.

Analysis: The plaintiff prosecuted a company petition seeking restoration of the company and relied on that petition for implementation of the same contractual arrangement; the period of the petition was properly excluded. The contract, in the circumstances, became one without a fixed time for performance and there was no evidence of refusal of performance by the company giving rise to accrual of the limitation period earlier than when proceedings were instituted.

Conclusion: The suit is not barred by limitation. Conclusion in favour of Respondent (plaintiff).

Final Conclusion: The appeal against the decree for specific performance is dismissed; the cross-appeal relating to the subsequent suit/transfer is allowed so that relief as to the transfer and costs is adjusted accordingly, resulting in a partly favourable outcome for the appellant on connected procedural reliefs but the primary decree for specific performance is sustained.

Ratio Decidendi: An authority to sell that authorizes sale for the best price includes agreements with part-deferred but secured payment; a purchaser's reservation of remedies while seeking title cure does not constitute abandonment of specific performance, and restoration of a company to the register retroactively validates transactions impeded solely by the temporary striking off.

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