Reid v Marshall et Al

• Jurisdiction: Trinidad & Tobago
• Judge: Sealey, J.
• Judgment Date: 08 August 1996
• Neutral Citation: TT 1996 HC 163
• Docket Number: No. 3023 of 1995
• Court: High Court (Trinidad and Tobago)
• Date: 08 August 1996

High Court

Sealey, J.

No. 3023 of 1995

Reid

and

Marshall et al

Appearances:

Mr. M. Morgan for the plaintiff

Mr. A. Sinanan for the defendants.

Industrial law - Termination of employment — Plaintiff seeking final judgment against the defendant on the ground that they have no defence to the action — Plaintiff seeking a declaration that the termination of his office as Managing Director of Trinidad Aggregate Products Ltd is ultra vires and of no effect — Question of whether there was separate positions of Chief Executive Officer and Managing Director should be left to the trial judge — Whether the Board had power to dismiss plaintiff as Managing Director — Leave granted to defendants to defend action.

Sealey, J.

1 The plaintiff is seeking final judgement against the defendants on the ground that they have no defence to the action.

2 The plaintiff is claiming the following relief:

3 AS AGAINST ALL THE DEFENDANTS:

4 A declaration that the purported decision of the first, second, third, fourth and fifth named defendants made on the 24th day of April, 1995 terminating the plaintiff's office as Managing Director of Trinidad Aggregate Products Limited is ultra vires null void and of no effect.

5 A declaration that the plaintiff is and was at all material times and remains the Managing Director and Chief Executive Officer of Trinidad Aggregate Products Limited and as such is emitted to occupy all offices, and to perform all and any functions and duties, and assume all responsibilities consistent with the said office of Managing Director and Chief Executive Officer, and is entitled to all privileges, salaries, remuneration, emoluments and perquisites commensurate with the said office of Managing Director and Chief Executive Officer;

6 AS AGAINST THE FIRST, SECOND, THIRD, FOURTH AND FIFTH NAMED DEFENDANTS:

7 An injunction restraining the first, second, third, fourth and fifth named defendants or any of them by themselves or by their servants and/or agents and/or otherwise howsoever from:

8 obstructing and/or interfering with and/or preventing the plaintiff in any way whatsoever from performing any and all of his functions, duties and responsibilities as Managing Director and Chief Executive Officer of Trinidad Aggregate Products Limited;

9 interfering with the plaintiff in and/or doing or causing to be done anything so as to deny the plaintiff, his entitlement to receive, and to enjoy all of the privileges, salaries, emoluments, remuneration and perquisites to which he is entitled as Managing Director and Chief Executive Officer of Trinidad Aggregate Products Limited.

10 AS AGAINST THE SIXTH NAMED DEFENDANT:

1

Payment of all outstanding sums due and owing to him under his said contract of employment as Chief Executive Officer; 2. Payment to Colonial Life Insurance Company (Trinidad) Limited of such further sums towards the said Annuity Policies as would be necessary to ensure that the annuity received by the plaintiff would be the same as if he had not been wrongfully and/or unlawfully dismissed from his employment as Chief Executive Officer and from his office of Managing Director. 3. Further and/or in the alternative to the relief sought at paragraphs 1 and 2 hereof, damages for wrongful and/or unlawful dismissal of the plaintiff from his employment as Chief Executive Officer and from his office as Managing Director; 12. Interest on the sums outstanding at items 3 and 6.

AS AGAINST ALL THE DEFENDANTS:

8

Costs; 9. Such other relief as the court may deem just.

11 The plaintiff held the position of Chief Executive Officer and the office of Managing Director when on the 24th day of April, 1995, the first five defendants, who were at the material time directors of the fifth named defendant purported to terminate the plaintiffs employment as Chief Executive Officer. The plaintiff is saying that by regulation 68 of Table A (part of the first Schedule to the Companies Ordinance, ch. 31 no. 1) which forms part of the articles of association of Trinidad Aggregate Products Limited, it was expressly provided that the plaintiff as Managing Director could not be dismissed except by the company in general meeting.

12 The first defendant swore an affidavit an behalf of himself and the other defendants in which he said inter ells, that there was no provision in the articles of association for the appointment to an office of Chief Executive Officer. That functionally the Managing Director is the Chief Executive Officer, and that the term Chief Executive Officer was descriptive and not substantive. The defendants contended that under the provisions of article 67, the company acted through its Board of Directors, and that in the circumstances, the first five defendants incurred no personal liability to the plaintiff in respect of the termination of his services. Further, that notwithstanding the provisions of article 68, the Board of Directors had implied power to terminate the employment of the plaintiff as...