Question

Shirley is the owner of a shop in the western suburbs of Sydney, which

specialises in clothing for children and adolescents.

The clothing stocked by Shirley includes school uniforms and sportswear,

which is supplied directly to a range of schools in western Sydney.

Shirley obtains her stock of school uniforms and sportswear directly from the

manufacturer, Good Fit Pty Limited $($GFPL$),$ which has manufacturing facilities

in Melbourne.

During the last $5$ years, a couple of months before the beginning of each

school year Shirley places an order with GFPL$,$ specifying details of the items

required.

The Directors of GFPL are $2$ brothers, Ken Ford and Frank Ford. Shirley has

never met or been in direct contact with Ken or Frank. Instead, all Shirley's

dealings with GFPL over the last $5$ years $($by letter, email and phone$)$ have

been with Sally Brown, an employee of GFPL$.$ Emails from Sally Brown to

Shirley have been sent from a GFPL email address $($

sabro@igfpl.com.au$)$ and

were signed "Sally Brown, Sales Advisor, Good Fit Pty Ltd$".$

In $2023,$ Shirley decided to expand the range of the stock she sells in her

store, to cater for persons in her local area who work on construction projects.

On $10$ October $2023$ Shirley entered into a contract with GFPL for a quantity

of men's and women's heavy$-$duty workwear shirts and trousers, to be

delivered by $2$ February $2024,$ at a cost of $$10,000.$ On $1$ November $2023,$

Shirley paid $$10,000$ to GFPL$.$

The contract dated $10$ October $2023$ had $2$ signatures on it$,$ with the names

Ken Ford, Director and Frank Ford, Director next to the signatures. It did not

have the common seal of GFPL on it$.$

None of the clothing ordered by Shirley was delivered by $2$ February $2024.$ On

$9$ February Shirley called GFPL and was told that Sally Brown had taken

extended leave and would not be returning for another few months.

Shirley then spoke to Ken Ford, who told Shirley that GFPL would not be

honouring the contract dated $10$ October $2023,$ for the following reasons:

a$.$ Sally Brown did not hold a managerial position at GFPL but was a

senior machinist who supervised a team of machinists who

manufactured GFPL$\text{'}$s garments;

business of designing and manufacturing school uniforms, school

sportswear and children's clothing."

c$.$ Although the names of the Directors appeared on the contract dated $10$

October $2023,$ neither Ken Ford nor Frank Ford had actually signed it

and the signatures appear to have been forged.

A$.$ Advise Shirley as to whether, by reason of any legislation, Good Fit Pty

Limited $($GFPL$)$ is in breach of the contract entered into with her on $10$

October $2023$

B$.$ Advise Shirley as to whether your answer above would be different if

she had been told on $5$ October $2023$ by another employee of GFPL that

"Sally Brown is enthusiastic about expanding GFPL$\text{'}$s manufacturing

into new markets but the Directors will take some convincing that this is

the direction we should go$.$