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Interpretation of contract law regarding the liability of individuals purporting to contract on behalf of a non-existent company. Analysis: The judgment revolves around the interpretation of contract law concerning the liability of individuals purporting to contract on behalf of a non-existent company. The plaintiff argued that the case should be governed by the precedent set in Kelner v. Baxter, which established that individuals contracting on behalf of a non-existent principal must still pay for goods received. However, the court distinguished this case, emphasizing that not every individual signing for a non-existent company becomes personally liable. The court also referred to Schmaltz v. Avery and Harper & Co. v. Vigers Brothers to highlight the principle that an agent can later reveal themselves as the principal. Despite these precedents, the court found that in the present case, the individual in question did not purport to contract as an agent or a principal. The contract was made for the non-existent company, and the individual's signature merely confirmed the company's intent, making the contract invalid. The presiding judge, Lord Goddard, C.J., concluded that since the company did not exist at the time of contracting, there was never a valid contract, and the individual could not claim personal liability for the company's obligations. The court rejected the plaintiff's argument that the signature indicated agency, clarifying that the contract was on behalf of the company, not the individual. Therefore, the defendants were entitled to rely on the defense they pleaded, resulting in the dismissal of the appeal. Morris L.J. concurred with the judgment, emphasizing that the contract was with the non-existent company, not the individual suing. He highlighted the language of the Companies Act, 1948, regarding how companies make contracts, further supporting the conclusion that the contract in question was void due to the company's non-existence. Romer L.J. also agreed with the judgments delivered, adding no further commentary. In summary, the court's decision hinged on the fundamental principle that a contract made on behalf of a non-existent company is void, and individuals signing such contracts cannot be held personally liable. The judgment underscores the importance of distinguishing between contracts made for entities that exist and those that do not, emphasizing the need for legal clarity and precision in contractual agreements.
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