Bayne used the Fidelis' paper and represented that he wished to hire a number of Rolls-Royce's and Jaguars for the business while his managing director was away.

Times had changed since 1887 when Barnett v South London Tramways Co[1] held that company secretaries could not be assumed to have authority for anything.

Secretaries are ‘certainly entitled to sign contracts connected with the administrative side of a company’s affairs, such as employing staff and ordering cars, and so forth.’ His judgment went as follows.

He says that they were regular documents, duly executed, which were intended to embody the agreement that was made: and Belgravia cannot gainsay them.

It appears that in these "self-drive hire" transactions, Belgravia, for insurance purposes, always want the driver to be named as the hirer.

"In order fairly to estimate what was arranged and agreed, ... you must look at the whole of that which took place and passed between them": see Hussey v Horne-Payne (1879) 4 App Cas 311, per Earl Cairns LC at p 316.

Applying those considerations, it is clear that these cars were hired as a result of letters which described Fidelis Furnishing Fabrics Ltd. as the contracting party.

One of them was overstamped with the signature: "Fidelis Furnishing Fabrics Ltd. - R. L. Bayne, Company Secretary."

He refers to Barnett, Hoares & Co v South London Tramways Co (1887) 18 QBD 815 where Lord Esher M.R.

said at p. 817: "A secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all; ..."Those words were approved by Lord Macnaghten in George Whitechurch Ltd v Cavanagh [1902] AC 117, 124.

He is certainly entitled to sign contracts connected with the administrative side of a company's affairs, such as employing staff, and ordering cars, and so forth.