Welsh Development Agency v Export Finance Co Ltd [1992] BCLC 148 (often abbreviated to WDA v Exfinco) is a judicial decision of the English Court of Appeal.

Accordingly, the only person whom the overseas buyers ever dealt with was the company - they were unaware of the role played by Exfinco in each and every sale.

[9] Exfinco appealed against the Vice Chancellor's decision, and also lodged counterclaims against the receivers appointed by the WDA for tortious interference with their property.

[12] Ralph Gibson LJ was initially hesitant, describing it as an "uneasy application" of the legal principle, but ultimately also concurred.

"[15] Slightly less kindly Staughton LJ referred to the "bewildering array of authority on this topic, some of it by no means easy to reconcile.

[18]Instead, he sought to apply the decision of Lord Herschell in McEntire v Crossley Bros [1895] AC 457 at 462-463 where he said: "...the agreement must be regarded as a whole - its substance must be looked at.

In this case, at trial, the Vice Chancellor has been concerned that the clauses in the master agreement under the headings "the right of redemption" and "the discount" were consistent with a mortgage, but not with a true sale.

He then reviewed various cases which considered the difference between charging interest on a loan, and sales made on a discounted basis.

Staughton LJ reviewed all of the arguments raised by WDA, but concluded that "none [are] in my opinion inconsistent with a contract of sale.

Dillon LJ felt that he was bound by the decision in Said v Butt [1920] 3 KB 497, although he expressed "grave reservations" over the reasoning.

Accordingly, the receivers should still be subject to liability if they intentionally interfered with what, in law, was a contract of sale between the overseas buyer and Exfinco.