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K.A. Krishna Vs. the Indo-union Assurance Co., Ltd. - Court Judgment

LegalCrystal Citation
CourtPrivy Council
Decided On
Case NumberPrivy Council Appeal No. 52 of 1945 (From Madras)
Judge
AppellantK.A. Krishna
RespondentThe Indo-union Assurance Co., Ltd.
Advocates:C.S. Rewcastle and R. Ritson, for Appellant; J.M. Pringle and T.B.W. Ramsay, for Respondent
Cases Referred

(1) (1887) 18 QBD 815: 56 LJ QB 452 : 57 LT 436: 35 WR 640, Barnett v. South London Tramways Co.
(2) (1902) 1902 AC 117 : 71 LJ KB 400 : 85 LT 349 : 50 WR 218, George Whitechurch, Ltd. v. Cavanagh.

Excerpt:
.....was approved of by the house of lords in (1902) ac 117 (2) at page 124. as we have indicated the general duties of the secretary were set out in para. 5 of the agreement and he had as a servant of the company to carry out any further duties which were assigned to him. the agreement certainly cannot be read as precluding the appellant from appointing a general manager. the plaintiff left his employment without reason and was not entitled to bring this suit. the appeal will be allowed and the suit dismissed with costs here and below. the plaintiff has filed a memorandum of cross-objection, but in view of our decision the objection does not arise and must be dismissed. solicitors for appellant, douglas grant and dold; solicitors for respondent, barrow rogers and nevill. lord.....
Judgment:

JUDGMENT OF THE HIGH COURT OF JUDICATURE AT MADRAS RUNS AS FOLLOWS :

Leach C. J.:

The appellant-company appeals against the decree passed in a suit tried on the Original Side of this Court awarding damages to the respondent for wrongful dismissal. On 17th November 1939 the appellant appointed the respondent the secretary of the company and on 5th April 1940 the terms of his employment were reduced to writing. On 23rd July 1941 the company appointed one K. S. Ramamurthi to be its general manager. The respondent resented this and on 29th of that month he absented himself from the office. He subsequently applied for leave, but this was refused. He did not return to his duties and on 20th October 1941 he filed this suit claiming a decree for Rs. 17,735 as damages for wrongful dismissal. The learned Judge (Chandrasekhara Aiyar J.) held that he had been wrongly dismissed and awarded him the sum of Rs. 6830. The respondent agreed to serve the appellant as the secretary of its business at Madras for a period of five years from 17th November 1939. Clause 3 states that during the continuance of his employment under the agreement the respondent shall devote his whole time to his duties "as such secretary" and do all in his power "as such secretary" to extend and increase the business of the company. Clause 5 defines what his duties were to be.

It reads as follows :

"The secretary shall at all times keep or cause to be kept in proper books full and correct accounts of all receipts, payments, transactions and dealings of and in relation to the business of the company." Clause 7 provides that the secretary shall in the discharge of his duties be subject to the control of the directors and of the managing agents and obey all directions or orders from time to time given to him. The managing agents of the company are the firm of Murugappa and Sons.

Article 135 of the Articles of Association states that the business shall be carried on by the managing agents, subject to the supervision of the directors. There can be no doubt that the managing agents were in charge of the management of the company at all times material to the suit. Article 139 (11) empowers the company to appoint and in their discretion remove or suspend managers, secretaries, officers, clerks, agents and servants of the company.

The plaintiff's case is that, subject to the control of the managing agents, he was the principal administrative officer of the company in Madras and that the directors had in the circumstances no right to appoint a general manager. This contention cannot be accepted in view of the terms of his employment which are set out in the agreement of 6th April 1940. The plaintiff was appointed - merely as secretary. His duties were defined and he was subject to such directions as the directors or managing agents might give him. In (1887) 18 QBD 815, (1) Lord Esher M. R. said :

"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."

This dictum was approved of by the House of Lords in (1902) AC 117 (2) at page 124.

As we have indicated the general duties of the secretary were set out in para. 5 of the agreement and he had as a servant of the company to carry out any further duties which were assigned to him. The agreement certainly cannot be read as precluding the appellant from appointing a general manager. The plaintiff left his employment without reason and was not entitled to bring this suit. The appeal will be allowed and the suit dismissed with costs here and below. The plaintiff has filed a memorandum of cross-objection, but in view of our decision the objection does not arise and must be dismissed.

Solicitors for Appellant, Douglas Grant and Dold; Solicitors for Respondent, Barrow Rogers and Nevill.

Lord Thankerton-After hearing Mr. Rewcastle's full and able address on behalf of the appellant their Lordships find themselves in entire agreement with the judgment of the High Court, and in particular with the concluding sentence, that the agreement certainly cannot be read as precluding the respondent company from appointing a general manager. It follows that their Lordships will humbly advise His Majesty that the appeal should be dismissed.

Appeal dismissed.


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