1876 0. BOWDITCH. Fleet v. Murton (1), the judgments proceed upon usage of trade. SOUTHWELL Cockburn, C.J., says: "I quite agree with... Fairlie v. Fenton (2) ... and I am of opinion that the same principle would apply where the principal is not named so long as it appears on the face of the contract that the broker is contracting, as broker, for a principal, and not for himself as principal;" and then he goes on to refer to the admissibility of usage. Blackburn, J., in a remarkably clear judgment, says: "There is no doubt at all in principle that a broker, as such, merely dealing as broker and not as purchaser, makes a contract from the very nature of things between the buyer and the seller, and he is not himself either buyer or seller," (the phrase "the very nature of things" hitting the fallacy of the Court below in this case), "and that consequently where the contract says 'Sold to A. B.,' or 'Sold to my principals,' and the broker signs himself simply as broker, he does not make himself by that either purchaser or seller of the goods." He then goes on to say that words may be added making the agent liable, and then refers to the admissibility of usage and the character in which it is admissible. Both on principle, therefore, and on authority, without referring to other cases than those to which the Court below referred in support of their decision, I think that in a case like this a broker ought not to be held liable. KELLY, C.B. I think we are bound to construe mercantile contracts, not less than other contracts, by the words used, and according to the natural and usual meaning of those words. Otherwise we import into them stipulations never made. Is there anything in the terms of this contract to make the defendant liable? I forbear to advert to cases on usage of trade, except to remark that all such cases tend to shew the necessity of usage to make the broker liable in the absence of agreement that he should be; for the attempt to prove usage failed in the present In the terms of the contract itself there is, I think, nothing to make the defendant liable. The contract is perfectly clear, and is not like the contracts in such cases as Paice v. Walker. (3) The only ground on which, so far as I can find, the Court below case. (1) Law Rep. 7 Q. B. 126. (2) Law Rep. 5 Ex. 169. (3) Law Rep. 5 Ex. 173. 1876 V. BOWDITCH. gave the unnatural construction to the contract, by which they held the defendant liable, was that " sold for you to my principals" SOUTHWELL was equivalent to "bought of you for my principals." But, when the matter is examined, that view is found to have no other foundation than such as it may have in the dicta of two judges in Humfrey v. Dale (1); and there the question was, what was the effect of these words, coupled with the usage proved, not what was their effect apart from usage. On the plain language of this contract I am of opinion that there was no purchase by the defendant as principal or otherwise than as agent, and therefore that the judgment of the Court below should be reversed. MELLISH, L.J. I am of the same opinion. I entirely agree that this, being a mercantile contract, is, like any other contract, to be construed according to the natural meaning of the words. The contract says:-[He stated its terms.] Now there is, I think, a material difference between the words "sold for you to my principals" and "bought of you for my principals." The rule of law, no doubt, is that, if the principal is undisclosed, the broker saying "bought of you for my principals" is himself liable; but this contract says "sold for you to my principals," i.e. I, your broker, have made a contract for my principals, the buyers. The Court below have held, on the authority of Humfrey v. Dale (1) and Fleet v. Murton (2), that these words mean the same thing. But in those cases usage was proved; rightly looked at, the usage added a term to the contract, and the real difficulty, as pointed out in Fleet v. Murton (2) by Blackburn, J., was occasioned by the form of the declaration; the majority of the judges, however, in Humfrey v. Dale (1), in the Exchequer Chamber, got over that difficulty, and upon their decision Fleet v. Murton (2) is founded; therefore neither of those cases is an authority that these words not only may but must mean the same thing. No usage was proved in the present case, and the usage which has been proved in previous cases was in other trades and at other places. (1) 7 E. & B. 266; 26 L. J. (Q.B.) 137; E. B. & E. 1004; 27 L. J. (Q.B.) 390. (2) Law Rep. 7 Q. B. 126. 1876 SOUTHWELL v. BOWDITCH. POLLOCK, B. I also think that the judgment of the Court below should be reversed. The real contention in all these cases has been, whether the broker has so named himself as to make himself liable as principal. He may no doubt do so, notwithstanding that he describes himself as a broker. It depends upon the form of the contract in each case. The question to be decided is very clearly explained in Paice v. Walker. (1) I will only add that the observation of Denman, J., in the Court below, that the defendant's "setting out in the document every particular of the contract entered into" shewed that he intended to make himself liable, seems to me to overlook the fact that these particulars would be as necessary between principals contracting through a broker, as between principals contracting immediately with each other. Judgment reversed. Solicitors for plaintiffs: Venning, Robins, & Venning. Solicitor for defendant: Anthony Carr. 1876 Jan. 22. RHODES AND ANOTHER v. AIREDALE DRAINAGE COMMISSIONERS. Compensation-Lands Clauses Consolidation Act-Evidence of Damage-Award of Umpire. To an action for the amount of the award of an umpire in respect of compensation for damage done to the plaintiffs' land by the execution of works authorized by a private Act, incorporating the Lands Clauses Consolidation Act, the defendants pleaded that the umpire had awarded compensation in respect of matters not the subject of compensation under the Act. The plaintiffs at the trial simply put in the award, and gave no other evidence of damage. The award ascertained the compensation at a lump sum, and stated the grounds of the award in the form of a special case. It had been determined previously to the trial that there was no power to state a special case, but it was agreed that, instead of calling the umpire, it should be taken that he had been examined and given in evidence the statements contained in the special case: Held, that the award and statements of the umpire were evidence of damage, the subject of compensation under the Act. Per Lord Coleridge, C.J., and Archibald J. The award of compensation by an umpire or the verdict of a compensation jury is primâ facie evidence of damage, (1) Law Rep. 5 Ex. 173. the subject of compensation, inasmuch as it is to be presumed, until the contrary appears, that compensation has only been given for damage within the Act under which it is claimed. Per Amphlett, B. The award was only evidence of the existence of actual damage, and not evidence on the question whether such damage was a proper subject for compensation, but the statements of the umpire were evidence which the Court were entitled to consider, and that it sufficiently appeared from them that the damage was properly the subject of compensation. Where a private Act, incorporating the Lands Clauses Consolidation Act, contained special clauses giving compensation for damages caused by the exercise of the powers of the Act to the proprietors of certain specified estates, Semble, per Lord Coleridge, C.J., and Archibald, J., that such damage was not confined to damage that would have been actionable but for the Act; semble, per Amphlett, B., that it was. DECLARATION upon the award of an umpire in an arbitration as to compensation for damage caused to the plaintiffs' land by reason of the exercise of the powers of the Airedale Drainage Act, 1861, which incorporated the provisions of the Lands Clauses Consolidation Act, 1845. The umpire awarded to the plaintiffs the sum of 1107., of which the plaintiffs claimed payment. (1) 1st plea: Denying the making of the award. 2nd plea set out the award of the umpire as follows:-" If I have no power to state my award in the form of a special case for the opinion of the superior Court, of which the submission to arbitration of the matters so referred as aforesaid may be made a rule, then I award and adjudge that the claimants, as occupiers of Marley Hall Farm, have sustained damages by reason of and consequential upon the exercise by the commissioners of the powers of the Drainage Act, to the amount of 1107., and are entitled to be paid compensation for the same to that amount; but if I have power to state my award in the form of a special case for the opinion of such superior Court as aforesaid, then I hereby state my award of and concerning the matters so referred as aforesaid in the form of a special case for the opinion of such superior Court, as follows, that is to say ": The statements of the special case were in substance as follows:-Marley Hall Farm (the land in question) is a farm of about 150 acres adjoining the river Aire, and situate about one mile and a half below the lowest of the works executed by the commissioners under the powers of the Drainage Act, as herein(1) See the report of this case in the Court of Appeal, post, p. 402. VOL. I. 2 F 3 1876 RHODES v. AIREDALE COMMIS SIONERS, after stated. The plaintiffs were tenants of the farm to Mr. Ferrand, and claimed compensation in respect of damages sustained from certain specified floodings of the farm, caused by floods which DRAINAGE had occurred in the river Aire, in the years 1866, 1867, 1868, and 1869. All these floods occurred after works authorized by the Drainage Act had been executed by the commissioners. The said works may be divided into four classes:-1st. The diversion and alteration of tributaries of the said river, whereby the said tributaries were made to flow into the said river differently from what they previously did, and otherwise would have done. 2nd. The formation of several new cuts or channels for the said river at different points, whereby the course of the said river was shortened nearly a mile and three quarters. 3rd. The removal from the said river of shoals formed therein by gravel, soil, and other materials which from time to time had been brought down by tributaries of the said river, and deposited in the said river near the confluence therewith of the said tributaries; and, 4th. The removal of a weir belonging to a mill about a mile and a half above the said farm, being the lowest work in the said river executed by the commissioners under the powers of the Act. None of the works were executed upon lands or other property of the plaintiffs or their landlord. All the works had been executed before the floods in question, except one of the cuts, which was not made at the time of the first flood. Before the execution of the works, the farm was more or less liable to be flooded by flood waters coming down the river. The effect of making all the cuts was to bring down the flood waters of the river to the farm, about twenty-six minutes earlier than they would otherwise have reached that farm. The effect of making all the cuts except the last one was to bring them down about eleven minutes earlier. From the evidence before him, the umpire found that the plaintiffs, as occupiers of the farm, sustained damages on the occasions of the floods, by reason of and consequential upon the execution by the commissioners of all the said works, which were in operation at the respective times of the said floodings, to the amount of 1107., and that the damages so sustained by them would have been substantially the same if the said weir had not been removed. He also found that there was no sufficient evidence before him to enable him to determine |