Gray v Smith and others [2013] EWHC 4136 (Comm), [2013] All ER (D) 237 (Dec)
It was settled law that, in respect of agency for an undisclosed principal, although the intention of one party communicated to the other was not usually relevant to the legal effect of a transaction, it was plain that that had to be a case where intention was relevant. If the agent intended to act for his own profit and not on the principal’s behalf, the principal could not intervene or be sued. Whether the agent so intended was a matter of evidence. The agent acquired legal title, albeit he had acted in breach of his contractual duty as agent, while the principle acquired an equitable interest, which the courts would recognise by imposing a constructive trust and, where necessary, requiring delivery up. The question of whether an equitable proprietary interest bound third parties was usually governed by the principle that a bona fide purchaser for value of a legal interest took free of the equitable proprietary interest. The doctrine of “notice” lay at
