CONVERSION

CONVERSION
Conversion is an intentional interference or dealing with goods which is

seriously inconsistent with the possession or right to immediate
possession of another person- Fouldes v Willoughby
Thus, a misappropriation of another’s goods.
The tort of conversion seeks to protect a person’s ownership, control and

general dominion over them.
However, it does not protect the claimant’s interest in the physical

condition of the goods.
Ingredients of Conversion
1. State of mind of the defendant/Intention

For an action in conversion to succeed, the defendant must have intended to interfere
with the claimant’s goods.
Ashby v Tolhurst.
The defendant’s interference must be to deal with the claimant’s goods by exercising
dominion over the goods on his (defendant) own behalf or on behalf of someone other
than the claimant.
Thus, it is no defence that the defendant acted in good faith or that he was mistaken as to
the claimant’s rights.
2. The subject matter of conversion
Goods, thus, any goods can be the subject matter of conversion.
However, there can be no right to recover that which is incapable of
being property-Doodeward v Spencer
To qualify as a subject matter of conversion, the property being

converted must be tangible.
What is the status of cheques as properties capable of conversion?
With cheques, the full value represented by them are recoverable in

actions for conversion.
See, Lloyds Banks v Chartered Bank of India, Australia and China
In Wills v Wells, a life insurance policy or a guarantee was deemed to

be a subject matter of conversion.
Constituent Acts of Conversion
1. Taking goods or dispossessing
The act of taking goods out of the possession of another without any
lawful justification constitutes conversion.
In Fouldes v Willolughby,
The claimant came on board with two horses on defendant’s ferry boat.
There was a disagreement between the parties and in an effort to induce
the claimant to leave the ferry boat, the defendant took hold of the two
horse, led them ashore and let them loose.
The court held that simple asportation was not enough to establish a
conversion; there may have been a trespass but there was not conversion.
Lord Abinger opined that
“If the object, and whether rightly or wrongly entertained is immaterial,
simply was to induce the claimant to go on shore himself, and the defendant,
in furthering of that object, did the act in question, it was not exercising over
the horses any right inconsistent with or adverse to the rights which the
claimant had in them. In order to constitute a conversion, it is necessary either
t hat the party taking the goods should intend some use to be made of them,
by himself or by those for whom he acts or that owing to his act, the goods
are destroyed or consumed to the prejudice of the lawful owner. As an
instance of the latter branch of this definition, suppose in the present case,
the defendant had thrown the horses in the water, whereby they were
drowned, that would have amounted to an actual conversion.”
• Seizing goods to satisfy debt amounts to conversion.
Cuff v Broadlands Finance
• To make claimant handover goods under duress is conversion.

Grainger v Hill
2. Conversion by detaining
A person who refuses to surrender goods upon lawful and reasonable
demand has committed the tort of conversion
Eason v Newman
• A detention will constitute conversion only when it is adverse to the

person claiming possession so that the person claiming the goods
must show an intention to keep them in defiance of the claimant.
• However, in the case of Marshall v Dibble, a clerk responsible for
receiving and signing for registered letters addressed to club members
received a letter and placed it in a pigeonhole. The letter was stolen
and an action was brought against him.
It was held that the letter was kept not for some purpose adverse to
the club member to whom it was addressed but held on his behalf
ready for delivery whenever he should request it.
3. Conversion by using
This is irrespective of the duration of possession or using the goods.
Thus, the taking of another’s goods/property, using for a short while
and returning will yet amount to conversion.
In Aitken Agencies Ltd v Richardson, the defendant took a van from the
owner’s possession for the purpose of going for a joy ride, thereby
intending to exercise a temporary dominion over it was held to be
conversion.
• However, in C.F Schemmell v Pomeroy, although an action will be
trespass, absent the intention of harming, abandoning or not
returning the vehicle, it would not amount to conversion.
4. Destroying or altering
To destroy goods is to convert them if done intentionally. To substitute
water for liquor in a vessel is conversion-Richardson v Atkinson.
Jesus’ turning of water into liquor can also be termed as an act of

conversion.
• It is conversion to alter the identity of a chattel
Hollins v Fowler
5. Goods lost or destroyed
Intentional destruction of goods in possession of another will be
conversion.
A bailee is liable if he intentionally destroys or damages the goods in his
possession. The bailee must always make sure that the goods are his
own before he destroys them.
6. Disposition without delivery
A agrees to sell goods to which he has no title, that being so, A does not
transfer possession of the goods.
A therefore commits no conversion.
Lancashire Wagon Co v Fitzgugh
• A mere bargain of sale will not operate as a conversion if
unaccompanied by delivery of possession or other interference with
the character of the actual possession- Australian Provincial
Assurance Co Ltd v Coroneo
7. Disposition and delivery
A person who without lawful authority disposes of goods with the
intention of transferring the title or some other title in the goods and
who delivers the goods commits a conversion.
See, Parker v Godin
8. Misdelivery by carrier
If a carrier or a warehouseman mistakenly delivers goods to the wrong
person, he commits a conversion.
It does not matter if his mistake is innocent-Youl v Harbottle
Failure to deliver because the goods have been lost or destroyed by

accident or carelessness will not constitute conversion-Owen v Lewyn
9. Conversion by receiving
Where A without lawful authority transfers P’s chattle to D, the mere
voluntary reception of the chattle by D constitutes conversion against P,
even though D may have acted innocently.
A buyer who receives goods to which the seller has no title is liable in
conversion to the true owner.
This is however subject to an exception raised by Lord Salmond that the

recipient does not commit conversion unless and until he refuses to hand
the goods over to the true owner or he wrongfully dispossess of them.
Exceptions to the tort of conversion
• Where the goods are sold in market overt (open market).
• Where a mercantile agent, having authority in the ordinary course of
his business to dispose of goods, is in possession of such goods with
the consent of the owner any disposition of them made by him in the
course of the business of a merchantable agent to a bona fide
purchaser for value as if he had the authority of the owner.
• Where a seller or pledger with a voidable title sells the goods before
the title is voided.
Who can sue for conversion?
To succeed in an action for conversion, the claimant must have a possessory
right or the right to immediate possession at the time of the conversion.
(Gordon v Harper)
Possession is thus acquired through the following;
1. Bailment
Bailment is where a person takes possession of goods belonging to another
person with the consent of the owner. The owner is the bailor and the
person keeping the goods is the bailee. A bailee owes a duty to the bailor to
deal well with the goods and as per the instructions of the bailor and return
them at the term fixed for the bailment.
A bailee has a lawful possession of the goods and can maintain an
action against anyone who interferes with the goods. (See the case of
the Winkfield)
2. Lien and Pledge

A lien is a right to retain a possession of a chattel until a debt is paid.
A holder of a lien may sue in conversion, he may even have an action
against the owner. See Lord v Price
3. Sale
Where goods are sold on credit, the buyer can sue the seller for
conversion if he wrongfully sells to a third party unless the right of
stoppage in transitu is exercise when the buyer is insolvent (Bloxam v
Sanders)
The buyer must have the right to immediate possession by virtue of
making payment to the goods.
4. Licensee
A licensee has been given the authority to use another’s property and
since the use of such property denotes possession he can therefore
sue for any act of conversion.
5. Finder
The finder of a lost property becomes the keeper and owner of it
where the owner cannot be found.
Hence, finders keepers
In Armory v Delamirie, a chimney sweeper’s boy found a jewel and
handed it to an apprentice of a goldsmith to be valued. The goldsmith
removed the gold and gave the setting to him offering him half pence.
The boy refused the half pence and requested for the jewel which the
goldsmith refused.
The court upheld the right of a finder of chattle against later possessors
unsupported by an earlier title.
Armoury v Delamirie is the locus classicus or the classic case on finding.
In Parker v British Airways Board the court formulated the following rules
regarding finding;
“the finder of a chattel acquires no right over it unless it has been
abandoned or lost and he takes it into his care and control. He acquires a
right to keep it against all but the true owner or one who could assert a prior
right to keep the chattel which was subsisting at the time when the
finder took the chattel into his care and control.”
However,
an occupier of land or building has rights superior to those of the
finder over goods in or attached to the land or building.
This is also subject to the fact that before finding, he has manifested an
intention to exercise control over the building and the things that may
be upon it or in it.
Damages
• The general rule is that the claimant in an action for conversion is
entitled to recover the full value of the goods converted.
• A limited interest in the goods denies claimant from recovering the
full value-The Winkfield.

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CONVERSION

Conversion is an intentional interference or dealing with goods which is

The tort of conversion seeks to protect a person’s ownership, control and

However, it does not protect the claimant’s interest in the physical

1. State of mind of the defendant/Intention

To qualify as a subject matter of conversion, the property being

With cheques, the full value represented by them are recoverable in

In Wills v Wells, a life insurance policy or a guarantee was deemed to

• To make claimant handover goods under duress is conversion.

• A detention will constitute conversion only when it is adverse to the

Jesus’ turning of water into liquor can also be termed as an act of

It does not matter if his mistake is innocent-Youl v Harbottle

Failure to deliver because the goods have been lost or destroyed by

This is however subject to an exception raised by Lord Salmond that the

2. Lien and Pledge

Armoury v Delamirie is the locus classicus or the classic case on finding.

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