Moberly Bell appeared for plaintiffs, and Mr.-R. N. Macleod and Mr. Anderson for defendants.
Mr. Jones said the position was that the defendant company were! general managers for the plaintiff company, under an agreement. That agreement had been determined by the plaintiff company, and they had declared that they considered themselves no longer bound by it, and whether bound by it or not, UN
769 they refused further to employ the defendants as their general managers, or at all. The question as to whether plaintiffs were within their rights in having so acted was a matter quite independent, he submitted, of the right of the company to obtain possession of their documents and books and other property.
His Lordship—Are the defendants mentioned in the articles of association, or were they engaged afterwards?
Counsel replied that the agreement was made on the day after the incorporation of the company. After an intimation that they would not be further employed, application was made to the defendant company for the return of the documents, etc., and the defendant company refused to hand them over to Mr. Algar, now appointed to undertake the management and control of the plaintiff company. The plaintiffs owned the Vu Yuen estates, a very large property which had recently been developed, and as building operations had only recently been ooncluded, naturally plaintiffs were anxious to have all documents, eto. with regard to the general financial position. Counsel contended that the defendant company had no rights other than those of an ordinary employee, and it was open to them to claim for wrongful dismissal if they thought fit.
Mr. Macleod, for the defendants, referred to an affidavit which had been filed alleging two grounds for the motion. It had been agreed that it was not desirable that the affidavit should be gone into with regard to one of these grounds, founded on the alleged behaviour of his clients, to which there was an entire denial. [he other ground apparently was that the plaintiffs were entitled to rescind the agreement, that was to say, to avoid it, and that they were entitled at any time to dismiss the defendants. Counsel admitted that an employer could at any time dismiss any servant, a0 matter what the agreement was, and the servant would have his remedy in claiming damages. But in this case a very much more difficult point arose, and that was that the articles of association provided that the defendants should be managers in accordance with a certain agreement. Counsel further agreed that the articles did not constitute an agreement between plaintiff and defendant, but there was this important oon-sideration in connexion with th articles; the question as to with whom the power to dismiss the defendants lay. The general managers were subject to control by the directors, and they continue to general managers until properly dismissed; but contro] by directors, he submitted, could not mean that
Text read from the printed page and cleaned; old type leaves the occasional error.