Pinnacle Feeds Ltd v Anthony Spencer
| Jurisdiction | Barbados |
| Judge | Madam Justice Cicely P. Chase |
| Judgment Date | 14 November 2023 |
| Neutral Citation | BB 2023 HC 56 |
| Docket Number | CV 797 of 2017 |
| Court | High Court (Barbados) |
The Honourable Madam Justice Cicely P. Chase S.C. Judge of the High Court
CV 797 of 2017
IN THE SUPREME COURT OF JUDICATURE
HIGH COURT
CIVIL DIVISION
Tammy Pilgrim of Lex Caribbean for the Claimant with Michael Rivera receiving the judgement for Lex Caribbean and Glenroy Goddard for the Defendant
On the 26 th day of May 2017, the Claimant filed a Claim Form and Statement of Claim of even date. The Claimant is a company incorporated as Company No. 25402 under the Companies Act Cap 308 of the Laws of Barbados with its registered office at Lower Estate, St. Michael. The Defendant's address is stated at Sunrise Chick Inc., Husbands, St. Lucy.
The Defence in this matter was filed on the 20 th day of June 2017. The Defendant pleaded that he was the Managing Director of Sunrise Chick Inc., a limited liability company incorporated under the Companies Act Cap 308 of the Laws of Barbados as Company No. 14791. He admitted to signing the written agreements of 18 th day of April 2012, 11 th day of June 2012 and 14 th day May 2013 with the Claimant. According to him, those agreements “were intended to be between the Claimant and Sunrise Chick Inc. and the signing of those agreements by the Defendant would have been in his capacity as Managing Director of Sunrise Chick Inc. of which the Claimant would have been fully aware.”
He set out the particulars of awareness as follows:
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a) All deliveries of feed have been invoiced to Sunrise Chick Inc.
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b) All payments for feed have been by way of cheques issued from Sunrise Chick Inc.,
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c) All receipts issued by the Claimant have been in the name of Sunrise Chick Inc.,
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d) All statements issued by the Claimant have been issued to Sunrise Chick Inc.,
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e) All correspondence relative to any outstanding debt has been between the Claimant and Sunrise Chick Inc.
The Defendant pleaded that he signed “in his capacity as Managing Director of Sunrise Chick Inc.” He claimed that any ordering was done on behalf of the company Sunrise Chick Inc. He also denied being indebted to the Claimant in the amount claimed or at all.
This is a claim for damages for breach of three (3) contracts entered into by the parties between the months of April 2012 and May 2013 (“the Contracts”). Damages claimed by the Claimant are in the sum of two million, six hundred and twenty-six thousand, nine hundred and thirty-three dollars and eighty-four cents (BDS $2,626,933.84), together with interest thereon from May 1, 2017, at a combined rate of eight hundred and twenty-nine dollars and ninety-five cents (BDS $829.95) per diem until payment.
I lowever, an interlocutory matter arose out of the fact that the Claimant brought the claim directly against Mr. Anthony Spencer, in his individual capacity, instead of against Sunrise Chick Inc., the corporate entity for which Mr. Anthony Spencer was acting as Managing Director. The Defendant fervently objected to the pleadings bought in his name instead of the corporate name Sunrise Chick Inc.
The main issue at bar is whether the claim was brought against the correct party: namely “Anthony Spencer as Ref.” Another issue is, whether on the signing of the contracts, the Defendant acted in an individual capacity or as an agent for Sunrise Chick Inc.? If the Defendant acted in an individual capacity, then the Claim was brought against the correct party. However, if the Defendant acted as an agent, then, it is possible, that the Claim should have been brought against Sunrise Chick Inc. and not Anthony Spencer.
The Claimant also wrote to the Defendant on the 13 th February 2017 regarding an outstanding balance of $2,550 418.94 as at 31 st January 2017 subsequent correspondence was sent to the Claimant. These clauses appear in each of the 3 agreements on the 22 nd November 2016, Pinnacle Feeds wrote to Sunrise Chick Inc. indicating that their auditors wished confirmation of a debt of $2, 425, 553.64 which was confirmed by Anthony Spencer on the 9 th December 2016 as Manager.
The Claimant conceded that it has the burden of proving its case, pursuant to section 133 (1) of the Evidence Act, Cap. 121 of the Laws of Barbados. It submitted that it discharged its burden and proved on a balance of probabilities that the Defendant is personally liable for the breach of contracts.
According to the Claimant, the Defendant used his “unqualified signature” when signing the contracts. The Claimant further submitted that none of the contracts mention any company name not even the name of Sunrise Chick Inc. As such, the Claimant insisted that the Defendant “did not expressly qualify that he was signing on behalf of or as agent for anyone.” This, the Claimant insisted that the Defendant is not absolved from personal liability. He signed in his individual capacity contracting as a party to the agreement. Anthony Spencer is referred to as the “Customer.”
At paragraph 1 it stated that the company agrees to erect silos on the customer's farm situated at Husbands in the parish or Saint Lucy, Barbados.
At paragraph 6, the agreements refers to the Company shall become entitled to enter into and upon the Customer's said farm.
Alternatively, the Claimant argued that, even if it knew the Defendant to be an agent for Sunrise Chick Inc., it is not barred from claiming against him as he is not absolved “from incurring personal liability by the terms of the contracts.” The Claimant explained that this is so because an “objective and proper” construction of the contracts reveal that the Defendant “accepted obligations as the sole landowner of the land at Husbands, St Lucy” where his farm is located. As such, Sunrise Chick Inc. was not the competent person or authority to agree to those terms. Moreover, the Claimant contended that the contracts can objectively be construed as “fully compatible with the Defendant contracting in a personal capacity because of his ownership of the said land and his promises to pay under the contracts.”
The Claimant conceded that prior to the creation of the contracts at issue in its dealings, all invoices and receipts were prepared by its “accounting department in the name of Sunrise Chick Inc., and an accounting customer number was assigned to these invoices”. Irrespective of this accounting customer number, the Claimant argued that the Defendant owned the land on which the silos (the subject of the contracts at issue) were placed. Sunrise Chick Inc. operated its business on the land of the Defendant. Moreover, the Claimant pointed out that although it prepared the contracts at issue, the Defendant “participated in the process by providing the customer information which the Claimant inserted into the parties' clause of the Contracts.” The Claimant simplified the drawing and preparing of the agreement by insisting that the contracts at issue “were prepared as requested by the Defendant.”
The Claimant further pointed out that the Defendant never denied this claim that he “actively participated in that process by supplying his personal information as the customer information in the contracts.” Having regard to this fact, the Claimant was adamant that the fact that it “administratively prepared the contracts” is irrelevant, since it acted on the Defendant's instructions. Additionally, the Claimant argued that notwithstanding the fact that it sent invoices, receipts and correspondence In the name of Sunrise Chick Inc., it believed itself to be dealing with the Defendant in his personal capacity because the Defendant dealt with it directly. According to the Claimant, the Defendant, in his communication with its officers, “never described his business … as a company.”
In his Written Submissions, the Defendant highlighted that the burden of proof “lies on the Claimant to show on a balance of probabilities that a debt is owed to the Claimant by the Defendant.” As such, the Defendant averred that the Claimant had failed to lead evidence showing that the Defendant owed it any debt. The Defendant pointed out that most of the evidence placed before the Court was “a set of invoices all addressed to Sunrise Chick Inc.” instead of to the Defendant in his personal capacity. Moreover, the Defendant contended that the Claimant had made “no attempt either during the evidence-in-chief of its sole witness … or through cross examination of the Defendant to show that a debt was owed to Pinnacle Feeds Ltd., the Claimant by him, Anthony Spencer.”
The Defendant stressed that he was in the habit of signing documents “both in his individual capacity as well as on behalf of the Company.” He further explained that he was in the habit of “paying the debts of others”. He pointed out in paragraphs 7, 8 and 9 of his Witness Statement that the Claimant had not invoiced any feed to him. Instead, the Defendant explained that the Claimant invoiced all the feed to Sunrise Chick Inc.
The Defendant also insisted that payments for feed supplied to Sunrise Chick Inc. were fulfilled and paid for by Sunrise Chick Inc. and the Claimant made out all receipts for the same as being received from Sunrise Chick Inc. and not to the Defendant in his personal capacity. As a result, the Defendant averred that the Claimant had “failed to explain or address the issue of why he, as the Defendant in person, was being sued” in his personal capacity.
Additionally, according to the Defendant, the “series of correspondence” between the parties and “contained in Trial Bundle 3,” evidenced that the Claimant accepted that it was Sunrise Chick Inc. that owed the debt and not the Defendant in his individual capacity. The Defendant pointed out that he, in response to a letter dated February 13, 2017, sent correspondence on...
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