Phillips v Brooks Ltd
Rule established
A seller dealing face to face intends to contract with the person physically present, so a false claim of identity renders the contract voidable for fraud and not void. Title passes to the rogue, and a good faith transferee who takes before rescission acquires good title.
Facts
- A man entered the plaintiff's jewellery shop and selected pearls and a ring.
- He wrote a cheque, saying "You see who I am, I am Sir George Bullough," and gave an address which the jeweller verified in a directory.
- On the strength of that representation the jeweller allowed him to take the ring away immediately.
- The cheque was dishonoured.
- The rogue had already pledged the ring with the defendants, who advanced money in good faith.
- The jeweller sued the pledgees for return of the ring or its value.
Issue
- Whether the contract was void for mistake as to the identity of the buyer, or merely voidable for fraud, and therefore whether title had passed to the rogue.
Held
- Horridge J held the contract merely voidable. The jeweller intended to sell to the person who came into his shop, and the fraud related to that person's attributes, namely his creditworthiness and standing, rather than to the identity of the party with whom he was contracting. Title therefore passed to the rogue, defeasible on rescission. Since the jeweller had not rescinded before the pledge, the pledgees, having taken in good faith and for value without notice, obtained a good title.
Ratio Decidendi
In a face to face transaction there is a strong presumption that the seller intends to deal with the person before him. A misrepresentation of identity in such circumstances goes to a quality of that person and induces the contract by fraud, making it voidable. Voidable title supports a transfer to an innocent third party until rescission.
How to use it in an exam
- The essential counterpart to Cundy v Lindsay (1878). Present them as a pair and state the distinguishing feature: face to face dealing versus dealing at a distance.
- Underpins S.29 of the Sale of Goods Act 1930, protecting a buyer from a person with a voidable title not yet rescinded.
- Emphasise the practical consequence: an owner who discovers a fraud must rescind at once, since the exception operates only until rescission.
- Rescission may be effected by communicating avoidance, or where the rogue cannot be traced by any overt act such as informing the police.
Source
Source: [1919] 2 KB 243; leading authority on voidable title in face to face dealings; 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.