Cundy v Lindsay
Rule established
Where a seller dealing at a distance intends to contract only with the person impersonated, there is no consensus with the rogue and the contract is void. No title passes to the rogue, so an honest purchaser from him acquires nothing.
Facts
- The respondents, linen manufacturers, received written orders for handkerchiefs from premises in Wood Street.
- The orders were signed in a way which appeared to read "Blenkiron and Co," a respectable firm of that street known to the respondents.
- The writer was in fact one Blenkarn, who had no connection with that firm.
- The respondents dispatched the goods addressed to Blenkiron and Co at that address.
- Blenkarn obtained the goods and sold them to the appellants, who bought in good faith and paid for them.
- Blenkarn never paid. The respondents sued the appellants in conversion.
Issue
- Whether any contract came into existence with the rogue, so that title could pass to him and thence to an innocent purchaser.
Held
- The House of Lords held there was no contract at all. Lord Cairns LC observed that the respondents intended to contract with Blenkiron and Co and with no one else; they had never heard of Blenkarn and had no intention of dealing with him. There was therefore no consensus ad idem, the supposed contract was void, and no property in the goods passed to Blenkarn. Since he had no title, he could pass none, and the innocent purchaser was liable in conversion.
Ratio Decidendi
A contract requires agreement between two identified parties. Where the seller's intention is directed exclusively at the person impersonated, there is no offer and acceptance between seller and rogue, so the transaction is void ab initio and the nemo dat rule applies without any exception.
How to use it in an exam
- The leading authority on void title through mistaken identity, and the point at which S.29 of the Sale of Goods Act 1930 becomes unavailable.
- Always contrasted with Phillips v Brooks Ltd (1919), where the parties dealt face to face and the contract was merely voidable.
- The organising principle to state: void title defeats even an honest buyer, voidable title does not if he buys before rescission.
- Note the harshness of the outcome for the innocent purchaser, which is the price of protecting ownership.
Source
Source: (1878) 3 AC 459; leading authority on mistaken identity producing a void contract; citation and bench checked against Indian Kanoon and reported sources, audit of 12 August 2026
This is an educational summary, not the judgment itself. Cite the reported version in professional or academic work.