CHEAPSIDE SYNDICATE LTD. v. LEWIS
1960
CORAM
- LORD TUCKER
- LORD JENKINS
- LORD MORRIS OF BORTH-Y-GEST
Areas of Law
- Contract Law
- Commercial Law
1960
CORAM
AI Generated Summary
The plaintiff, employed by a limited company, claimed a share of profits as part of his remuneration. An offer made by the company was not accepted by the plaintiff and was later withdrawn. The plaintiff continued working for the company and later claimed a share of profits based on an account stated. The trial judge rejected the claim, and the Court of Appeal's decision to remit the action to the Supreme Court was appealed. Lord Tucker's judgment restored the decision of the Supreme Court, rejecting the claim and setting aside the Court of Appeal's decision.
JUDGMENT OF LORD TUCKER
Lord Tucker delivered the judgment of their Lordships. [His Lordship. referred to the previous proceedings and continued:] No question arises on this appeal with regard to the sum awarded for salary, the sole question at issue is whether the plaintiff is entitled to any further relief in respect of his claim to a share of profits. The defendants are a limited company, trading as merchants in Accra. The plaintiff had for many years been employed by the defendants as a district agent at a salary plus residential accommodation. The record does not show what, if any, was the agreement as to salary or how it was fixed.
It seems to have varied from £G400 to £G500 until the last year of his employment when he was credited with £G700, but his salary is irrelevant to any issue in this appeal which relates solely to his claim for a share of profits in addition to salary. In September, 1948, the plaintiff approached Mr. Francois, the defendants' managing director, suggesting he should have a share of profits instead of salary.
Correspondence subsequently passed between the parties and on the 15th October, 1948, the defendants, by their managing director, wrote to the plaintiff a letter containing the following:
"The Cheapside Syndicate Ltd. offers you the following terms:—
1. Quarters . . .
2. Passages . . .
3. Conveyance . . .
4. Emoluments. The company offers you 33 1/3 per cent. of the net profits as shown at the close of each financial year. Permission is given to draw up to £G500 before the figures for the year are ascertained.
5. Net Profits. This will be ascertained on the basis of deduction of all company working expenses and reasonable provision for bad or doubtful debts from gross profits but will not include personal amount drawn by yourself towards remuneration.
6. These terms specifically exclude the carving out of spheres of activity on which to base percentage of profits.
We hope you will find the terms acceptable when an agreement embodying these and other usual terms can be drawn up."
No reply to this offer was received and on the 28th March, 1949, the defendants wrote as follows:—
Dear Sir,
The company made you an offer of revised working terms on 15 October, 1948. As there has been no acceptance of the offer it is hereby withdrawn."
It is common ground that at this date there was no agreement between the parties for any alteration in the plaintiff's remuneration but he continued in the service of the c