BHAGWANJI MORARJI GOCULDAS Vs. ALEMBIC CHEMICAL WORKS CO LTD

JUDGEMENT

(1.) This is an appeal from the judgment and decree of the High Court of Judicature at Bombay dated 24th November 1943, dismissing the appellant's appeal from the judgment and decree dated 16 December 1942, of Chagla J. exercising original civil jurisdiction of the High Court.

(2.) In the suit out of which this appeal arises the appellant, who was plaintiff, claimed against respondent 1, the Alembic Chemical Works Co., Ltd. (hereinafter referred to as "the company") Rs. 9,00,000 damages for breach of an agreement of 7 December 1907, to employ the firm of Kotibhasker Amin and Co., of which the appellant claimed to be a member, as managing agents of the company.

(3.) The claim arises in this way. The company was formed in the year 1907 and under el. 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 Co. were thereby appointed secretaries, treasurers and agents of the company upon 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 secretaties, treasurers and agents, and that the remuneration payable to the said firm should be as therein mentioned. Clause III of the Art. of Association was expressed in much the same terms and referred to the agreement thereto annexed and marked A.