9911796707
TMI Blog1943 (10) TMI 16X X X X Extracts X X X X X X X X Extracts X X X X ..... hat Court in its Original Civil Jurisdiction, dated the 15th February, 1938, by which the suit of the appellants was dismissed with costs. The respondent Company is a joint stock company carrying on business at Bombay as spinners and weavers of cotton, jute and other fibres; the individual respondents, along with two other original defendants now deceased, were the directors of the respondent Company who passed the resolution, dated the 27th January, 1933, which terminated the employment of the appellants as managing agents of the respondent Company. The respondent Company was formed in 1874, and by clause VI of the memorandum of association it was provided as follows: "That the firm of Morarji Goculdas and Company of Bombay, Merchan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rovide the money themselves, but they entered into negotiations with two Calcutta firms known as the Jhajharias and Dhandhanias, and eventually it was agreed that these two Calcutta firms should be admitted as partners in the firm of Morarji Goculdas Co,, that they should advance 12 lacs of rupees to the Company, and that they should also be appointed as selling agents of the Company. Those negotiations were completed early in 1931, and on the 19th February, 1931, three documents were executed, first, an agreement between the existing partners in Morarji Goculdas Co. of the one part and these two Calcutta firms of the other part, by which the two Calcutta firms were admitted as partners in Morarji Goculdas Co. I will refer more partic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed." On the 8th March, 1933, the present suit was filed by the appellants in the High Court of Bombay, in which they claimed as relief, in the first instance, declarations of the invalidity of the resolution of the 27th January, and of the continued subsistence of their managing agency agreement with the Company, and asked for relative injunctions; alternatively, they asked for damages for wrongful termination of their said agreement and employment as managing agents of the Company. The alternative claim for damages is the only one now in-sisted in by the appellants. The termination of the appellants' employment was justified by the respondents on the ground of misconduct and it is clear that the employment of the appellant firm as mana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to state that in the opinion of their Lordships there was ample evidence to justify the findings; a perusal of the judgments makes this abundantly clear. The admissions of Ramdhandas would have been sufficient by themselves. On the second contention, the appellants' main contention, as their Lordships understood it, was that the same principle did not apply to agents in the position of the appellant firm as in the case of master and servant, and that the principles applied in Pearce v. Foster [1986] 17 QBD 536 did not apply in this case. In the opinion of their Lordships, this involves a wrong approach to the question. In each case the question must be whether the misconduct proved, or reasonably apprehended, has such a direct bear ..... X X X X Extracts X X X X X X X X Extracts X X X X
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