FIRSTPOST HOMES LTD V JOHNSON & OTHERS (1995) CA

Facts:
Director, Mr Geoffrey Hale acted on behalf of the Plaintiffs, reached
an oral agreement with Mrs Fletcher to sell land for 1000 per acre.
His secretary typed up a letter for Mrs Fletcher to sign I now
agree to sell you the above land shown on the enclosed plan and
the letter was delivered together with a plan (attached to the letter
by a paperclip). Mr Hale signed the plan but not the letter while Mrs
Fletcher dated and signed both the plan and the letter.
Mr Hale claimed that the agreement for the sale of land was
concluded. The Defendants were the personal representatives of the
vendor and raised a defence against Mr Hales claim that it is an
allegation of undue influence and there was no contract satisfying
S2 of the LR(MP)A of 1989 (the terms must be set out in it or by
reference to another document for incorporation). Contracts that
were not compliant with S2 were rendered ineffective. All oral
contracts now have no effect and must be signed by or on behalf of
all parties of the contract.
Aim of the new provision (S2) was to simplify the law and avoid
disputes. The district judge viewed that the letter and the plan could
be viewed as one document. The appellant judge regarded the letter
as the primary document and hence, the plan could be viewed as an
integral part of the document. Saying that, he however explains that
if Mr Hale had set out the terms of contract in that letter, he should
have signed it as well.
Judgement (full consensus):
Peter Gibson LJ
The natural way of looking at the letter and the plan is to treat them
as separate, distinct documents, where the terms are incorporated
in the letter, which comes about because of the reference to the
plan in the letter. So, the letter would be the one Mr Hale was
required to sign and not the plan. (Agreed to by Balcombe LJ it is
not a bilateral contract, no promise by the plaintiffs to purchase the
land)
The learned judge goes on to cite the principle laid out in the case of
Caton v Caton (1867) where the HL decided that a signature must
be inserted in the writing to give and have such an effect as to
authenticate the instrument or so as to the govern the whole
agreement or what follows (Lord Chelmsford LC). Applying it to
this case, Peter Gibson LJ viewed that Mr Hales signature was
inserted to give that very effect. In Caton v Caton, it was also
mentioned that if one of the parties writes out an agreement
containing his name but fails to sign it, the name written in the
agreement may suffice as a form of signature (but note that it has

to be written or dictated by him Hucklesby v Hook (1900)). Peter

Gibson LJ, however, finds it an artificial use of language to extend
the definition of a signature, following Denning LJ in Goodman v J
Eban that a document requiring a signature has to mean that he
needs to have written his name with his own hand upon it.
(agreed by Hutchinson LJ & Balcombe LJ)
Decision: Document consists of the letter and the plan as separate
and distinct documents and that there is no signature on the part of
Mr Hale (the purchaser).