Misdescription of a company in a land sale contract does not void the agreement if the vendor is identifiable with certainty.

A contract for the sale of land was not void merely because the vendor was inaccurately named as a non-existent company. The court read the memorandum with the surrounding circumstances and held that the company could be identified with certainty from its name, registered office, agent, business address, local trading name, and ownership of the property. The misdescription did not negate consensus or prevent title from being made, so rectification was unnecessary. The plaintiff company was treated as the contracting vendor and was entitled to specific performance.

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Issues: Whether a contract for the sale of land was void because the vendor was inaccurately named as a non-existent company, or whether the name was merely a misdescription of an existing company capable of being identified from the contract and surrounding circumstances.

Analysis: The memorandum described the vendor by name, registered office, agent, and ownership of the property. When those terms were read with the surrounding facts, they pointed only to the plaintiff company, which carried on business at the stated place, was known locally by the abbreviated name used in the contract, and was the beneficial owner of the property. The identity of the company was immaterial to the defendant so long as title could be made, and there was no lack of consensus. A limited company is not identifiable only by its exact registered name; it may also be identified by its business, place of operations, shareholders, directors, and ownership of the property. The claim for rectification was unnecessary because the contract was not nonexistent, and specific performance followed once the plaintiff company was identified as the contracting vendor.

Conclusion: The misdescription did not invalidate the agreement. The plaintiff company was a party to the contract and was entitled to specific performance; the challenge based on a non-existent vendor failed.

Ratio Decidendi: A contract is not void merely because a company is inaccurately named, if the company can be identified with certainty from the instrument and the surrounding circumstances and the misdescription does not negate consensus.

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