Lord Roche.-

This is an appeal by leave of His Majesty's Court of Appeal (Civil Hall), Malta, from a judgment of the said Court of Appeal, dated 8th November 1943, allowing an appeal by the respondent, Brigadier Geoffrey F. H. Stayner on behalf of the Competent Military Authority (hereinafter referred to as H. Q.) from the judgment of His Maiesty's Civil Court, First Hall, dated 30th July 1943.

[2] The main question falling to be determined in this appeal is whether the Competent Military Authority in Malta, now represented by the respondent, Brigadier Normal Salew, is liable to the appellant in damages for alleged breach of contract in and about the opening by the appellant of Maxim Club Valetta, by reason of H. Q. placing the said Club out of bounds to service members.

[3] The facts are as follows : In April 1941, it was proposed by H. Q. that a Club for officers serving in His Majesty's Forces should be opened in Valetta, and the appellant, who was the proprietor of the Monico Bar, Valetta, was approached on behalf of H. Q. with a view to his becoming manager of the Club. In his letter of 10th April 1941 (Ex. 2), addressed by the appellant to the Staff Captain, H. Q., the appellant stated his willingness to take on lease certain premises, and to fit them up for the use of the Club, and he asked H. Q. to procure for him a licence similar to that held by certain other named establishments which would enable the appellant to continue the Club after the termination of the war. According to the evidence of the appellant, H. Q. failed to obtain such a licence for the appellant as the police were unwilling to grant it. The appellant was informed of this by Captain Longsdon on behalf of H. Q. and, according to the appellant, Captain Longsdon then used these words : "I (the appellant) should have a guarantee 'seeing that the war was not likely to come to an end quickly and that the Club would be kept open throughout the war'."

[4] Although the desired licence could not be obtained the proposals for forming a Club continued, and the appellant took a lease of certain premises at rents which amounted to £362-103. per annum, and spent money in fitting up the premises as a Club. The Club was to be managed by a committee of officers and the appellant was to be the Commercial Manager. The first members of the Committee were nominated by H. Q. and included the first three respondents : Captain Cross, who became Chairman of the Committee, Captain Roddy, who became the Honorary Secretary of the Committee, and Captain Turner. Rules for the conduct of the Club were drawn up by Captain Roddy and approved by H.Q.

[5] These Rules, which are Ex. 3, provided so far as material-Rule 8-that the Club should be managed by a committee consisting of Chairman, Honorary Treasurer and Honorary Secretary and such members of the Committee as should be decided from time to time, but it should never be less than three in addition to the three officers. The Committee should be elected at each bi-annual General Meeting and they should hold office for six months. The Committee should have power to engage or dismiss any servant of the Club whose wages were paid wholly or partly by them. The Committee might make, alter or vary such by laws and Regulations as, in their opinion, might be necessary for the better regulation of the Club. They might purchase, or cause to be purchased, such articles as might be required for the necessary carrying on of the Club, and they should be responsible for paying all rent appertaining to the Club. The Committee should have power to appoint a Commercial Manager to superintend all the commercial matters of the Club. Rule 15 provided that the Commercial Manager should be responsible for all commercial and financial matters affecting the Club with the exceptions therein specified. He was to be responsible for the supply of all catering requirements, intoxicants and other liquor, furniture and such other amenities as might be necessary from t