Case details

Wells (Respondent) v Devani (Appellant)

Case ID: UKSC 2016/0223

Case summary

  1. Whether, where a commission agent and his principal have not expressly, in their oral discussions, identified and agreed the precise event upon which commission is payable, but have expressly agreed in those oral discussions that a commission would be payable at an agreed percentage, their bargain is incomplete.
  2. Whether the court can (whether by taking into account the relevant surrounding factual matrix, or what the parties said, or the parties’ conduct), imply a term identifying the commission entitling event which gives business efficacy to the parties’ presumed common intention.

The appellant is an estate agent. In 2007/8, the respondent developed 14 flats in Hackney, London. By January 2008, 8 of the flats were unsold. The appellant and the respondent were put in contact via a mutual acquaintance. There was a telephone exchange between them. The appellant’s case was that, in the course of that conversation, he told the respondent that he was an estate agent, that he had a portfolio of potential buyers for the unsold flats, and that he and the respondent orally agreed to his terms of commission 2% plus VAT. The appellant’s case was that he was the effective cause of the sale of the 8 flats to the eventual buyers, by arranging a meeting between the prospective buyer and the respondent subsequent to which the sale of the 8 flats was completed for £2.1 million. The respondent has not paid the invoice and denies that there was an oral contract with the appellant, and contends that the appellant did not say that he was an estate agent, and either said that he was an investor or allowed him to believe that he was an investor, and not an estate agent acting for a fee.

Judgment appealed

[2016] EWCA Civ 1106



Mehul Devani


Edward Martin Robert Wells



Lord Wilson, Lord Sumption, Lord Carnwath, Lord Briggs, Lord Kitchin

Hearing start date

11 Oct 2018

Hearing finish date

11 Oct 2018

Watch hearing
11 Oct 2018 Morning session