 TITLE: TORT OF CONVERSION

 SUBJECT: LAW OF TORTS, MOTOR ACCIDENT CLAIMS AND CONSUMER

PROTECTION

 STUDENT NAME: Mr Hari

 ROLL NUMBER & DIVISION:

 COLLEGE NAME: JITENDRA CHAUHAN COLLEGE OF LAW

 NAME OF THE FACULTY: PROF.

 Tort of Conversion

ACKNOWLEDGEMENT

The pleasure that follows the successful completion of a project would remain
incomplete without a word of gratitude for the people and without whose
cooperation the achievement would remain a distant dream. It is not mere formality
to place a record the tireless efforts, ceaseless corporation, constant guidance, and
encouragement of the people closely associated with the project but a distinct
necessity for the authenticity and reliability of the project.

I would like to express my special thanks of gratitude to our principal ma’am Dr.
Priya J. Shah and Prof. Dr. Chhaya Shah & Prof. Navnitha Warrier who gave
me the golden opportunity to do this wonderful project on the topic of “Tort of
Conversion”, which also helped me in doing a lot of Research through which I
come to know about so many new things.

Secondly, I would also like to thank my parents and friends who helped me a lot in
finalizing this project within the limited time frame.

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 Tort of Conversion

TABLE OF CONTENTS

Sr. Page
Particulars
No. No.
1 Introduction 4

2 Meaning and Essentials of “Tort of Conversion” 5–6

3 Modes of Conversion: 6 – 15

I. Conversion by Taking
 Refusal to deliver property taken from agent
 Principal ratifying purchase of chattel by agent
 Pledge taking property pledged
 Taking the goods without any right

II. Conversion by Parting with Goods

III. Conversion by Sale
IV. Conversion by Keeping
 Demand and Refusal
 Right of finder
 Relevant Indian case laws

V. Conversion by Destruction
VI. Conversion by Denial of Right

4 Distinction between Trespass and Conversion 15 – 16

5 Action for Conversion: 16 – 18

a) Who can sue?

b) Defences
c) Damages along with Illustrations

6 The Tort of Conversion in the Electronic Age 18 – 21

7 Conclusion 22

8 Bibliography 23

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 Tort of Conversion

 INTRODUCTION

Conversion as an economic tort has been largely prevalent in the contemporary

society and therefore it has given rise to plethora of problems that affect the
society at large, in general and the affected person in particular. This forces us to
think over and to understand the intricacies of this particular type of economic tort.
It is one of very few torts in which the element of intention is relevant.

This article deals with the study of Conversion as Torts and in doing so it deals
with the different aspects related to conversion. It takes into account the essentials
which are required to make a particular act, an act of conversion, the problems
arising out of conversion in litigation, the defences regarding the conversion, the
question of law evolving in conversion etc. This project also deals with the
comparison of conversion and trespass and their apparent difference existing in the
society. Conversion also known as trover consists in willfully and without any
justification dealing in goods in such a manner that another person, who is entitled
to immediate use and possession of the same is deprived of that. It is dealing with
the goods in a manner it is inconsistent with the right of the owner. The same must
have been done with an intention on the part of the defendant to deal with the
goods in such a way that amounts to denial of the plaintiff’s right to it. Refusing to
deliver the plaintiff’s goods, putting them to one’s own use or consuming them,
transferring the same to the third party, destroying them or damaging them in a
way that they lose their identity, or dealing with them in any other manner which
deprives the plaintiff to its use and possession are some of the examples of the
wrong.

This project is an honest attempt to analyze the position of conversion as a tort and
its impact on the law and legal system and as to how the law has moulded itself
according to the different cases that has come before it. It becomes obvious from
different cases, which have been dealt with in this project.

4
 Tort of Conversion

Also, the Tort of Conversion in the Electronic Age (modern times) with recent case
law from across the globe has been discussed. This project also takes into account
the intricacies involved with this particular aspect of law and tries to answer them
as far as possible.

 MEANING AND ESSENTIALS OF “TORT OF CONVERSION”:

“A conversion is any act of wilful interference, without any lawful

justification, in a manner which is inconsistent with the right of another,
whereby that other is deprived of the use and possession of the chattel.”

In other words, “An individual is liable to be sued for conversion if he

treats goods of another as if they were his when they are not”

The expression ‘wilful interference’ is used for describing the element of

intention referring to the intentional commission of the act resulting in
conversion. If a person deals with a chattel in a manner which is of such a
nature that is necessarily inconsistent with the rights of the plaintiff, such
dealings will be considered as intentional and will amount to conversion
even if he did not know of the right held by the plaintiff and honestly
believed that he was entitled to do so.

For example, an auctioneer is held liable for conversion even if he honestly

believed that the goods which are being auctioned belongs to the seller and
not to the plaintiff.

Conversion can be committed in various ways but the main link in every act
that constitutes conversion is that it consists of dealings with goods by
assertion of rights which is either inconsistent with the rights of another or
unjustifiable denial of the rights of another in them.

The tort of conversion is applicable only to chattels and does not extend to
cover the appropriation of chooses in action.

Essentials of Conversion:
According to the definition mentioned above, we can infer that two elements

5
 Tort of Conversion

can be said to have been intertwined into it. It can be arranged as under: -

a) Conversion would be caused if the chattel belonging to another

person is interfered with in a manner, which is inconsistent with the
rights of that person entitled to that chattel.

b) Another essential is that the intention of the other party interfering

with the chattel comes into the way so as to deny that person’s
(owner’s or immediate possessor) right or to assert one’s own rights
which is, in fact, inconsistent with the rights of the person or in
assertion of that right.

 MODES OF CONVERSION:

Conversion is an act of ‘Willful interference.’ This expression implies the

element of intention, which refers to the intentional commission of the act,
which is termed as conversion.

An act of conversion may be committed;

I. When the property is wrongfully taken.

II. When it is wrongfully parted with.
III. When it is wrongfully sold.
IV. When it is wrongfully retained.
V. When it is wrongfully destroyed.
VI. When there’s a denial of the wrongful owner’s right.

a) Conversion by Taking:

6
 Tort of Conversion

If any individual without the proper authority takes possession of another

man’s goods with the sole intention of asserting dominion over them is
guilty of conversion. The reason being that the act will be inconsistent in
regard to the general right of dominion which the owner of the chattel, who
is entitled to the use of it at all times and in all places, has in it. An act that
is constituted by taking the goods but without any intention of exercising
permanent or temporary dominion can be termed as trespass but not as
conversion.

If there is a wrongful taking, even though such an act was done under a
mistaken but honest supposition of being lawfully entitled, or with the
intention of benefiting the true owner it does not make any difference.

 Refusal to deliver property taken from agent:

The decision in the case of M’Combie v. Davies, (1805) 1 , explains

how conversion can be committed by refusing to deliver the property
taken from agent. In this case, the property of another person was
taken through an assignment from agent, having no authority to
dispose of the property, and the person who took it refused to deliver
it back to the principal even after notice and demand by him. This was
held as an act that amounted to conversion.

 Principal ratifying purchase of chattel by agent

The decision in the case of Hilbery v. Hatton 2 ,(1864), explains the

point that whether a principal ratifying purchase of chattel by agent
can be held as conversion. In this case it was held that the purchase of
a chattel done by an agent which the vendor had no right to sell, is
ratified by the principal then he is guilty of conversion even though at
the time of the ratification he had no idea about the sale being
unlawful.

 Pledge taking property pledged

If a pledgee, who only has the power to sell for default, takes over, as
1
6 East 538 : 8 RR 534
2
2 H & C 822

7
 Tort of Conversion

if upon a sale to himself, the property pledged, without the authority

of the pledger (or without notifying him), but credits its value in his
account, he will be held liable for conversion.

 Taking the goods without any right

Taking the goods on which, a person has no rights can be termed as

conversion. For instance, if an individual lopped branches of the fruit
trees overhanging his land and consumed the fruit, then he can be
held liable to the owner for its value as he would be held guilty of
conversion as he had the right to lop the branches but it did not allow
with it the right to pick and consume the fruit.

b) Conversion by Parting with Goods:

If any individual who is entrusted with the goods of another, put them into
the hands of a third person contrary to orders, it will be termed as a
conversion. The wrongful act is done when he aims at giving the third
person rights over the property itself and not merely the possession. Any
individual who without lawful justification deprives a person of his goods by
delivering them to someone else so as to change the possession is guilty of
conversion. The individual giving the goods and the person receiving it will
be held liable as joint tortfeasors. If an individual borrows another’s horse
for riding, and afterwards leaves him at an inn, this act will be termed as a
conversion, as though the owner may have the horse back but he does have
to pay for its keeping. Similarly, if an individual has hired a piano and later
on sends it to an auctioneer for selling, the hirer of a piano is guilty of
conversion; and so is the auctioneer who refuses to deliver it up until and
unless the expense incurred be paid first.

c) Conversion by Sale:

An individual who even though innocently obtains the possession of certain

goods and disposes of them, whether be for his own benefit or for that
matter for anyone else, will be guilty of conversion if these goods were of
another person who has fraudulently been deprived of them. The auctioneer
is liable to the true owner when he gets possession of the articles sent to be
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 Tort of Conversion

sold by him, for the purposes of sale, and in result he sells them. Lord
Denning explained this concept as, when the sale of goods are done through
the involvement of an auctioneer, then he is liable in conversion to the
owner if the goods are sold as a result of a provisional bid or under the
hammer, where the seller was having no title of those particular goods.
Although an attempted disposition, for example, a mere bargain and sale
without the transfer of possession, i.e., delivery will not be held as a
conversion. Thus, when the auctioneer returns the good in good faith without
notice of title of the plaintiff, back to the person from where he received
them without selling them, he is not liable for conversion.

If the goods are upgraded from raw materials into the final product – For
instance, the green tea leaves are converted into black tea, the decision in
the case of Carritt Moran & Co. v. Manmatha 3 , explains the point. In this
case it was held that even if the tea leaves are dried, shrunk and blackened it
remains the same tea which was plucked or on the shrubs as green leaves.
Accordingly, if a person trespassing into a teagarden just by plucking and
changing the green leaves into black tea does not acquire any right in respect
thereof. As a result of such a case where the auctioneer who sells the black
tea on behalf of the trespasser and pays the price to him will be held liable
to the real owner in damages for conversion. The measure of such damages,
where the trespasses were deliberate and criminal would be the actual price
at which the manufactured tea would have been sold without any of the
deductions for the expenses which were incurred in relation to its
manufacture.

Sale of motor car – The decision in the case of R.H. Willis & Son v. British
Car Auctions 4 , explains the point. In this case, the plaintiffs were motor
dealers who sold a car to the defendant after receiving about half of the
amount on the hire- purchase terms that he was not to sell the car before he
paid the balance of the price. The defendant became bankrupt, and the car as
well as the purchaser were not traceable, resulting in the plaintiffs filing a
suit for conversion. The plaintiff recovered damages in the form of the

3
(1941) ILR 1 Cal 285
4
(1978) 2 All ER 392

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 Tort of Conversion

balance price from defendant.

In the case of Munro v. Willmott 5 , where the defendant allowed the plaintiff
to leave her motor-car without any payment in the yard of his hotel (of
which he was licensee and tenant), this storage was intended to be for a
short duration of time, but the car remained there for several years.
Resulting in it becoming an obstacle and in the conversion of the yard into a
garage. After several unsuccessful efforts to contact or communicate with
the plaintiff, the defendant spent a specific amount in repairs and renovation
of the car for making it saleable as the car was in poor condition and had
suffered from long exposure in the open air. Afterwards, it was sold at
auction. For this the plaintiff sued the defendant i.e., damages for
conversion and detinue of the car. The court held that the plaintiff was
entitled to damages based on the value of the car on the day of judgement in
the action; but the defendant was entitled to credit for what he had spent to
render the car saleable, since the value of the car on the day of judgement
included the amount spent by the defendant, the property of the defendant in
the shape of work done and materials supplied for the car.

Conversion of the goods by an agent selling it to a third party who acquires

it in good faith. – In the case of Jerome v. Bentley & Co. 6 , the plaintiff who
is the owner of a diamond ring, entrusted it to C (the agent) who undertook
to try to sell it on his behalf. The plaintiff was to receive the price specified
by him and if there was any surplus it was to be received by C with the
condition that the ring has to be returned to the plaintiff if not sold within
seven days. C sold the ring after the seven days had elapsed, representing
himself as the owner of the ring, and sold it to the defendants, for a price
which was one-third of the price mentioned by the plaintiff, who bought it in
good faith and re-sold it. C was subsequently convicted of the larceny of the
ring as a bailee. In an action for damages for wrongful conversion of the
ring by the plaintiff against the defendants, it was held that, at the time of
the sale to the defendants, C was not an agent of the plaintiff to deal with
the ring and was not in the position of a person who might be presumed as

5
(1949) 1 KB 295
6
(1952) 2 All ER 114

10
 Tort of Conversion

an agent having authority to sell it, and that, by the sale he converted the
ring to his own use; and, therefore, he did not pass any property in it to the
defendants, who were thus liable to the plaintiff.

d) Conversion by Keeping:

When an individual has the possession of another’s chattel, and still refuses
to deliver it, this act violates the right of general dominion of the plaintiff
over it, and the use of it at all times, and in all places, which he is entitled to
make of it, this act of assertion of rights are contradicting with the
plaintiff’s rights and consequently results into an act of conversion.

 Demand and Refusal:

If certain goods of a person are in the possession of another, then he

should send someone with proper authority to demand for them and
receive them; and in result of this, if the individual holding the
possession refuses to deliver them then this will be held as an
evidence of conversion. A demand and refusal in itself does not
constitute a conversion, but they are and can be taken as an evidence
of a prior conversion.

A qualified (reasonable and justified) refusal is not considered as

conclusive evidence of conversion, but an unqualified refusal is
always considered as conclusive evidence of a conversion.

Illustrations:

o A refusal by a railway servant who is doubtful regarding the

consignor’s title to the goods which are to be delivered will be
termed as qualified refusal and therefore is not a conversion.

o A refusal by a railway clerk to deliver a consignment at a place

to which it is not booked, does not amount to conversion.

o Although, if the defendant refuses to deliver up the goods

except on a certain condition which he has no right to impose,

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 Tort of Conversion

that would result into absolute refusal.

o Refusal by an advocate to give up the deeds except on
condition, which he had no right to impose, that his charges in
respect of business done for his own client should be paid,
would be evidence of conversion.

 Right of finder:

In regards to the finders, the law is that the finder of chattel who did
not trespass and is not a trespasser acquires a right to keep it, against
all but the true owner, if the chattel had been abandoned or lost and if
he took it into his care and control. But this right is subject to the
superior right of an occupier of a building to retain chattels attached
to that building and also to retain chattels on or in it, if he exercises
his exclusive control or an intention to exercise exclusive control over
the building and the things which were on or in it.

The decision in the case of Waverley BC v. Fletcher 7 , explains this

point, as the same rule applies to goods/articles found in or attached
to land which was restated in this case as follows:

o When any object is found in or attached to a land, as between

the finder of the article and the lawful possessor of the land,
the lawful possessor of the land has the better title.

o When any object is found unattached on land, then in between

the finder and the lawful possessor, the lawful possessor of the
land will have a better title only if he exercises his exclusive
control over the land as to indicate an intention to control the
land and anything that might be found on it.”

In the present case, the defendant by the use of a metal detector

discovered the presence of an object below the surface and after
digging up to some nine inches he found a valuable medieval gold
brooch. Although in the suit by the plaintiff (the local authority),
7
(1995) 4 All ER 756

12
 Tort of Conversion

owning the public park, it was held that by applying the above
principle, the local authority do have the superior right to have the
brooch as against the finder.

In the case of Armory v. Delamirie,(1721), the plaintiff was a

chimney sweeper who found a very valuable jewel and had taken it to
a jeweller to ascertain its value. The jeweller took advantage of the
boy’s simplicity, told him it was worthless and offered him three
pence for it, which the boy clearly declined and demanded for the
jewel to be returned back. The jeweller refused to do so; causing the
boy in successfully suing him for it, and for the purpose of
calculating damages the court decided to consider the jewel to be of
the highest value.

In the case of Hannah v. Peel 8 , the defendant was the owner of a

house which he had never himself occupied. While the house was
requisitioned, the plaintiff, a soldier, found a brooch on the top of a
window frame, the owner of which was unknown. There was no
evidence that the defendant had any knowledge of the existence of the
brooch before it was found by the plaintiff; the plaintiff handed the
brooch to the police to ascertain its owner, but the police in turn
delivered it to the defendant who claimed it as being on premises of
which he was the owner. It was decided by the court that the plaintiff,
as finder, was entitled to the possession of the brooch as against all
others except its owner.

In the case of Parker v. British Airways Board 9 , the plaintiff who

was a passenger found a bracelet in the executive lounge at London
Airport. He handed the bracelet to an employee of the Airlines with a
particular direction that the bracelet be returned to him if it was not
claimed by its owner. The Airlines sold the bracelet and kept the
proceeds instead of returning it back to the plaintiff when not claimed
by the owner. The plaintiff sued for conversion and was awarded as
damages the value of the bracelet. The plaintiff being the finder was
8
(1945) KB 509
9
(1982) 1 All ER 834

13
 Tort of Conversion

held entitled to the bracelet against everyone except the owner. Even
though the Airlines being the occupier of the premises, neither
showed the intention of exercising control over the lost chattel in
their lounge nor did they expressed the intention that the permission
granted to the public to enter the premises was on the terms that the
commonly applied maxim ‘finders keepers’ would not be applicable.

Indian cases:

In Indian context, the case of Kishorymohan Roy v. Rajanarain Sen,

(1862), explains the point. In this case two notes were stolen from A,
which B (not a bona fide holder for valuable consideration) gave to C
in payment of certain goods. B had to bring D, a person known to C,
as C had refused to deal with B as he was unknown to him. Hence, the
purchase was made by him in turn. It was held that B was liable to A
as the part performed by B in the transaction, amounted to a
“conversion of the notes for his own use” resulting in him being liable
for the same.

In the case of Debendronath Mullick v. Odit Churn Mullick, (1878) ,

the refusal to deliver the idol by A, through which the person
demanding it was prevented from worshipping or performing the rites
on the specified date was held as a valid ground for the aggrieved
party to sue for damages.

In the case of Haryana Cotton Mills Co. Ltd v. B.B & C.I. Ry. Co.,
(1927), it was held that the refusal or neglect by the railway company
in delivering the goods even after the demand was held to be liable in
conversion.

e) Conversion by Destruction:

Destruction of a chattel belonging to another is an act of conversion, as it

does have the effect of depriving the owner of it altogether. If the object has
been destroyed, for example by burning it, that would be in a way depriving
the plaintiff of his property even if the defendant has not taken or considered
of taking the goods for his own use. If an act is done without the authority of

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 Tort of Conversion

the owner, i.e., replacing wine with water is a conversion of the whole liquor
and so is the spinning of cotton into yarn or grinding corn into flour.

f) Conversion by Denial of Right

If the defendant has never been in physical possession of the goods but his
act amounted to an absolute denial and repudiation of the plaintiff’s right on
them, then it will be termed as conversion. The applicability of this view
was doubted and it has been overruled by Section 11(3) of the Torts
(Interference with Goods) Act, 1977 which provides that denial of title is
not by itself conversion.

If there has been an interference with a chattel in a certain manner that is

inconsistent with the right of the owner along with the denial of title to the
owner results in conversion.

Unlawful use of the goods of another in such a manner that the goods might
be rendered liable to forfeiture by the authorities would also amount to
conversion. Defendant’s ignorance of the unauthorized character of his act
cannot always be relied upon as a defence.

For instance, if the payee of a crossed cheque especially endorsed it to the

plaintiffs and posted it to them. A stranger, having obtained possession of
the cheque in transmission, obliterated the endorsement to the plaintiffs’,
and having substituted a special endorsement to the plaintiffs, and having
substituted a special endorsement to himself, presented it at the defendants’
bank, and requested them to collect it for him. They did so and handed the
proceeds over to him. Then the defendants were liable to the plaintiffs in an
action for conversion for the amount of the cheque.

 DISTINCTION BETWEEN TRESPASS AND CONVERSION:

1) Trespass is basically a wrong done to the actual possessor and

therefore cannot be committed by a person in possession. On the other
hand, conversion is a wrong to the person entitled to immediate
possession. The actual possessor is frequently, but not always the

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 Tort of Conversion

person entitled to immediate possession, and sometimes a person

entitled to immediate possession is allowed to sue in trespass so that
the conversion may, but does not necessarily, include trespass.

2) Trespass is without intending to exercise an adverse possession,

damaging or meddling with the chattel of another. A conversion is
referred to a breach made adversely in the continuity of the owner’s
domination over his goods though the goods may not be hurt.

3) The gist of the action in trespass is the force and direct injury
inflicted; in conversion, it is the deprivation of the goods or their use.

For instance, if a person snatches my gold ring with a view to steal it,
the act amounts to both trespass and conversion. But if a person
borrows my ring for his use but later on sells it he will be held liable
for conversion only.

 ACTION FOR CONVERSION:

a) Who Can Sue?

The plaintiff, during the time of conversion, should either have the right
of immediate possession or the right of property in the thing, coupled
with possession thereof. Any possession, even if temporary, is sufficient
against a wrongdoer, e.g. that of a carrier. As already mentioned that a
finder of goods is in a position to sue in conversion except the real
owner. Actual possession or an immediate legal right to possession is
required and necessary as it enables a person to sue. A claim for
conversion of goods is not maintainable by a person who had merely an
equitable interest in them against another who had acquired legal title to
the goods as a bona fide purchaser for value without notice of the prior
equitable claim.

A thief or a receiver of stolen property – This point was explained

through the case of Costello v. Chief Constable, that a thief or a receiver

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 Tort of Conversion

of stolen property in possession has a possessory title which is good

against all the world except the true owner and so he can sue every other
person for conversion.

b) Defences:

The justification or defences to an action for conversion are:

1. Lien, either general or particular – Demand and refusal are not

considered as evidence of conversion, if the party has a lien upon the
chattel.

2. Right of stoppage in transit – This defence arises out of contract which is

related to the sale of goods.

3. Denial of plaintiff’s right of property (jus terii) – Where the plaintiff

sues relying on his right only, or denial of possession. Where the
plaintiff was in possession of the goods at the time of the conversion, the
defendant cannot set up a plea of jus tertii (i.e. that a third party has
superior title). Against a wrongdoer possession is a good title. But when
the plaintiff was not in possession but had only the right to possess, the
plea of jus terii can be set up by the defendant.

4. Distress – If the goods are taken under distress or under execution.

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 Tort of Conversion

5. Sale in market overt – As per the English law, sale of goods in market
overt gives a good title to the purchaser. The purchaser cannot be sued
for conversion if he parts with the goods or refuses to give them up on
demand; although the seller can be sued if he has no title. This doctrine
is not applicable in India but such cases are governed by sec. 27-30 of
the Indian Sale of Goods Act.

c) Damages:
In general, the measure of the damage is calculated through the value of
goods at the time of conversion, where no particular damage has been
sustained, and the goods have not been tendered and received back after
the action. This refers to the market value of goods during the time of the
conversion.

As and when the defendant unlawfully sold shares which belonged to the
plaintiff and later on replaced them by an equal number of shares
purchased at a lower price, it will be held that the measure of damages
was the value of shares on the date of the conversion, i.e., sale price less
the value of replacement shares. If the defendant does not produce the
goods, then the presumption will be that it is of the highest value of any
goods of that kind. But if the goods that have been returned, have fallen
in price, the difference in the price at the time of the return, will have to
be provided as damages.

Illustrations:
1. If there is an action against a shipowner for non-delivery of goods,
the measure of damages will be the value of the goods at the date of
non-delivery.
2. If the damages which have been awarded to the owner of land is in
respect of digging the earth for making bricks out of it, the plaintiff
will be awarded the whole amount which includes the cost of
manuring and levelling the land, and also the next value of the bricks
into which the earth has been converted and not simply the value of
the site affected.

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 Tort of Conversion

 THE TORT OF CONVERSION IN THE ELECTRONIC AGE:

The common law torts are not stagnant and can be adapted to a changing
business environment and to a modern world.

In this context, it is worthwhile to refer here the recent decision of the

Supreme Court of British Columbia in case of Canivate Growing
Systems Ltd. v. Brazier 10 [Canivate] 2020, which highlights the problems
that can arise when a founder of a company registers the company’s domain
name personally, and subsequently refuses to transfer the registration to the
company. More importantly, the decision in Canivate sets out what remedies
are available to a company in that situation, including remedies for passing
off and a modern-day conception of conversion.

Background Facts:
Mr. Brazier and two others agreed to develop their greenhouse
technology for use in the cannabis industry. In 2017, Mr. Brazier
registered the canivate.com domain name (the “Domain Name”) in his
own name, and shortly thereafter, a numbered company was incorporated.
In February 2018, the numbered company’s name was changed to
Canivate Growing Systems Ltd. (the “Company”). Mr. Brazier, however,
remained listed as the Registrant of the Domain Name.

The Company established a website at the Domain Name and company

email addresses associated with the Domain Name. When the business
relationship between the parties became strained in early 2018, Mr.
Brazier took steps to interfere with the Company’s use of the Domain
Name, by disabling: (i) administrative access for the Company’s
employees; (ii) email addresses ending in @canivate.com; and (iii) the
entire website. In late 2018, another dispute arose between the parties;
Mr. Brazier later resigned as a director of the Company and commenced
litigation against the Company. During this time, Mr. Brazier maintained
10
Canivate Growing Systems Ltd. v. Brazier, 2020 BCSC 232

19
 Tort of Conversion

administrative control over the Domain Name, and as a result the website
and email addresses associated therewith. In mid-2019, the Company
sought and was granted an interim injunction that ordered Mr. Brazier to
restore the Domain Name’s settings and to cease from interfering with
the Domain Name (the “Injunction Proceedings”).

The Canivate Decision:

In January 2020, the Company brought an application for summary
decision, seeking damages against Mr. Brazier for his interference with
the Domain Name and seeking to have the Domain Name transferred into
the Company’s name.

The issues before the Court were:

1. Whether Mr. Brazier’s continued registration of and past
interference with the Domain Name amounted to the tort of
passing off; and

2. Whether Mr. Brazier’s interference with the Domain Name’s

settings as set out in the Injunction Proceedings amounted to
the tort of conversion.

Ultimately, the Court found that: (i) Mr. Brazier was liable for the tort of
passing off; and (ii) Mr. Brazier was also liable for the tort of
conversion. Notably, the Court found that a modern conception of
conversion must include wrongful interference with intangible goods,
such as electronic data, websites and email.

With respect to the Company’s action for conversion, the Company

needed to establish that Mr. Brazier had wrongfully interfered with the
Company’s goods in a manner that was inconsistent with the Company’s
rights of possession 11 .

While “goods” are generally defined as physical goods, the Company

11
Boma Manufacturing Ltd. v. Canadian Imperial Bank of Commerce, [1996] 3 S.C.R. 727

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 Tort of Conversion

sought to base its claim on Mr. Brazier’s interference with the

Company’s use and possession of the Domain Name, the trademark
“canivate” and the
associated website and e-mail addresses. Mr. Brazier argued that a claim
for conversion could not succeed, as he owned the Domain Name at the
relevant time. While the Company did not own the Domain Name, it did
own the website content, the “Canivate” trademark and the email
addresses and content associated with the Domain Name.

Therefore, the key question before the Court was whether electronic data
in the form of a website or email address, or intellectual property in the
form of a trademark, constituted goods that could be the subject of a
conversion claim.

In finding that Mr. Brazier was liable for the tort of conversion with
respect to the Company’s website and email addresses, the court found
that “[i]n the electronic age in which we live, […] it would be
incongruous if
conversion were limited to physical goods, or tangible chattels” and that
“[…] a modern conception of conversion must include wrongful
interference with intangible goods, such as electronic data, websites and
email.” Because Mr. Brazier was found liable for the tort of passing off
and conversion, the Court ordered him to transfer the Domain Name into
the Company’s name. General and special damages were also awarded.

Takeaway from this Decision:

The Court’s willingness to acknowledge the value that intangible goods
have to companies in today’s society, and the harm that can be caused
when such goods are wrongly interfered with, marks a significant step
forward for the protection of intangible goods, including electronic data,
websites and email, within the legal framework of the traditional
common law tort of conversion.

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 Tort of Conversion

 CONCLUSION:

After going through the different attributes of Conversion viz. the essentials,
the defences, the characteristics, the comparison and differentiation from the
trespass which can be submitted for Conversion etc., we finally come to the
conclusion that the tort of conversion forms a significant type of Economic Tort
and that the society needs to adjust to these types of torts since these are very
much common. The critical analysis of the Court’s decisions in this regard leads
us to believe that though intention in this regard is very essential, but in many
cases it is negated to uphold the claims of the plaintiffs, since the justness in
the society is of utmost importance.

Conversion being a tort in which intention can be an object of issue it becomes

a bit complex for the court at times to come to a logical judgment. Conversion
can be referred to as the forgotten tort because as a matter of fact, every year
there are several cases of conversion reported, but either they are too similar to
the case of trespass or are mostly concerned with the ownership of the
particular disputed property but the tort in itself is not the issue.

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 Tort of Conversion

Bibliography
Article

1. https://www.nascollege.org/e%20cotent%2010-4-20/dr%20chandan
%20uadhyay/Law%20of%20Torts.pdf

2. https://www.nishithdesai.com/fileadmin/user_upload/pdfs/
Research_Papers/Law_of_Damages_in_India.pdf

3. Law of Conversion: Meaning and concept

https://blog.ipleaders.in/law-of-conversion/#:~:text=Conversion%20by
%20Parting%20with%20Goods&text=Any%20individual%20who
%20without%20lawful,held%20liable%20as%20joint%20tortfeasors .

Books
1. The Tort of Conversion by John Randall (Author), Sarah Green (Author)

2. The Tort of Conversion by Sarah Green John Randall, Bloomsbury

Publishing PLC.

3. http://www.msrlawbooks.in/file/LAW_OF_TORTS%20_F.pdf

Web Resources
1. https://en.wikipedia.org/wiki/Conversion_(law)
2. https://www.britannica.com/topic/conversion-law

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 Tort of Conversion

3. https://uk.practicallaw.thomsonreuters.com/0-384-2499?
transitionType=Default&contextData=(sc.Default)&firstPage=true
4. https://indiankanoon.org/search/?formInput=tort%20of%20conversion
5. https://www.exoticindiaart.com/book/details/hand-book-on-law-of-torts-
uaj638/

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