"That person doesn't speak for the company!"

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In 2012, Landlord Co and Tenant Co entered into a 5 year lease with a renewal option.

Following a flood, a dispute arose about whether a new lease had been struck.

In 2016 TCo's CEO told its solicitors to accept LCo's offer of a new lease. The first instance judge found the CEO didn't have authority to do that. So: no new lease.

LCo appealed.

LCo accepted that the CEO didn't have actual authority: [62]

LCo said the CEO had implied actual authority, as (i) TCo agreed to a new lease, and (ii) TCo gave the CEO authority to communicate that: [68]

LCo said TCo had agreed to the new lease as it (i) had done some building works, (ii) published material on its website, (iii) paid a lower rate of rent consistent with the 2016 emails, and (iv) made an "admission" recorded in board minutes: [71]

Each of those was rejected, TCo never having agreed to a new lease. As such, it never gave authority to the CEO to communicate that: [87], [88]

In relation to the estoppel-flavoured question of ostensible authority, the Court found that the CEO (despite a 2012 goof signing the 1st lease as a director when she was not) was not held out as a director and so did not have ostensible authority: [109]

LCo's appeal failed. Costs followed.