Judgement

Appeal (No. 73 of 1946) from a judgment and decree of the High Court (November 24, 1943) affirming a judgment and decree of that court in its original civil jurisdiction (December 16, 1942).

The following facts are taken from the judgment of the Judicial Committee. In the suit out of which this appeal arose the appellant, who was plaintiff, claimed against the first respondent, The Alembic Chemical Works Co., Ld. (hereinafter referred to as " the company") Rs. 9,00,000 damages for breach of an agreement of December 7, 1907, to employ the firm of Kotibhasker, Amin and Company, of which the appellant claimed to be a member, as managing agents of the company. The claim arose in this way. The company was formed in the year 1907, and under

cl. 6 of the Memorandum of Association it was provided that the members who then constituted or who might thereafter constitute the firm of Messrs. Kotibhasker, Amin and Company were thereby appointed secretaries, treasurers and agents of the company on the terms contained in the agreement annexed to the Articles of Association, and it was expressly provided that in consideration of the services rendered by them in promoting the company, the appointment of the said firm as secretaries, treasurers and agents of the company should not be liable at any time thereafter to be revoked or cancelled on any ground or for any reason whatever, save and except their being found guilty of fraud in the management and discharge of their duties as such secretaries, treasurers and agents, and that the remuneration payable to the said firm should be as therein mentioned. Clause III of the Articles of Association was expressed in much the same terms and referred to the agreement thereto annexed and marked A.

The agreement referred to in the Memorandum and Articles of Association was dated December 7, 1907, and was made between the company of the one part and Anant Shridhar Kotibhasker, Bhailal Dajibhai Amin, Krishnalal Tribhowandas Gajjar, then a minor, by his guardian Tribhowandas Kalyandas Gajjar, and Moreshwar Bhalchandra Bhatvabeker, carrying on business in Bombay under the name and style of Messrs. Kotibhasker, Amin and Company of the other part. The agreement so far as material provided that in consideration of the agreement of the company thereinafter contained they, the four persons of "the second part, promised and agreed on behalf of themselves and each of them and the members or member of the said firm of Messrs. Kotibhasker, Amin and Company, for the time being, thereinafter referred to as the said firm (cl. 1). That they would faithfully and to the best of. their ability perform the offices of secretaries, treasurers and agents of the said company for the purpose of carrying on to the best advantage the business of the said company so long as the said company and the said firm should continue to carry on their respective business at the remuneration, upon the terms and subject to the conditions thereinafter mentioned. (Clause 2.) That in consideration of the agreement thereinbefore contained on the part of the said firm, and in further consideration of the said firm having promoted the said company, the company thereby promised and agreed with the said firm and its members or member for the time being that the said firm should be employed as, and should be the secretaries, treasurers and agents of the said company as long as the said firm and the said company should exist and continue to carry on the business either in the present or any name, and that such appointment should not be liable to be at any time revoked or cancelled on any ground or for any reason whatever except their being found guilty of fraud in the management and discharge of their duties of secretaries, treasurers and agents ; and the said company thereby for itself and for its successors covenanted with the said four persons of the second part and the said firm severally and jointly that the said company should from time to