Edinburgh United Breweries, Ltd, and Others v. Molleson and Another

(Before the Lord Chancellor (Herschell) , and Lords Watson , Ashbourne Macnaghten , and Morris ).

The Breweries Company, with concurrence of D, sought to reduce the sale, and offered to return the brewery, maintaining (1) that as between M and D the agreement was based on the amount of the profits; and (2) that D's rights were passed by him to the company.

Held ( aff . the decision of the First Division) that the pursuers had no title to sue, as (1) D had no interest in the brewery; and (2) the disposition did not embody the stipulation of the contract of 11th November, and therefore the Breweries Company had no right as against M.

Therefore, in my opinion, the first ground upon which the appellants rested their case fails in point of fact; on the true construction of this 10th clause there is nothing upon which they can now rest as a contractual right created by it.

But then it is said that Dunn was led to take this disposition instead of asserting any right which he might have under the 10th clause, by reason of misrepresentation on the part of Molleson—that the books which were examined by the accountants must be taken to have been represented by Molleson as proper and genuine books, and that inasmuch as they were not so, Page: 925 ↓