A syndicate is a partnership or company. A great many syndicates are from time to time formed, but, as regards the promotion of public companies, see infra, note to Form 75, a syndicate consisting of more than 20 members is illegal: s. 4 of the Act of 1862. Of course if a syndicate promotes and sells to a company, it must make due disclosure, and the members will all be responsible for the fraud of the manager. Erlanger v. New Sombrero Co., 5 C. Div. 75. See also Ross v. Estates Invest. Co., 3 Eq. 134; 3 Ch. 681.

AGREEMENT for the APPOINTMENT of a MANAGER by a COMPANY. Re- Form 29. muneration, Salary, and Share of Profits. Compensation in case of

Dismissal.

AN AGREEMT, &c. Parties, (1) the co, (2) B.
WHEREBY IT IS AGREED as follows:

Parties.

to office.

1. The sd A. shall be the first general manager of the co, and as such Appointment general manager shall perform the duties and exercise the powers which from time to time may be assigned to or vested in him by the directors

of the co.

2. The sd A. shall hold the sd office, subject as hereinafter pro- Term. vided, for the term of years from the date hereof.

3. The sd A., unless prevented by ill-health, shall, during the sd A. to perterm, devote the whole of his time, attention, and abilities to the busi- form duties. ness of the co, and shall obey the orders from time to time of the board of directors of the co, and in all respects conform to and comply with the directions and regulations given and made by them, and shall well and faithfully serve the co and use his utmost endeavours to promote the interests thereof.

4. There shall be pd to the sd A., as such general manager, a salary Salary. which shall be as follows, namely: The sum of 3007. for the first year,

Form 29. the sum of 400/. for the second year, and the sum of 5001, for each suc

When to be paid.

ceeding year.

5. The sd salary shall commence from the date hereof, and shall be pd quarterly on the day of, &c., the first quarterly paymt

to be made on the

Besides share

of profits as per articles.

A. may resign.

Compensation to A. in case of windingup, &c.

6. In addition to his afsd salary, the sd A. shall, during his tenure of office afsd, be entled to the share in the profits of the co which, under the sd articles of association thereof, is payable to the general manager of the time being of the co.

7. The sd A. shall be at libty to resign the sd office at any time upon giving to the co three calendar months' notice of his desire so to do.

8. [If, before the expiration of

years from the date hereof, the co is wound up, or by any other means, except the death or resignation of the sd A., his tenure of the sd office shall be determined, the co shall pay to the sd A. the sum of 2,000l. as liquidated damages for his loss of office.]

IN WITNESS, &c. (a).

Form 30.

Parties.
Recitals.

Appointment.

Salary.

B. entitled to leave of absence.

AGREEMENT for the APPOINTMENT of a SECRETARY by a COMPANY.
Leave of Absence. Power to Rescind.

WHAS shares of -7. each:

THIS AGREEMT, parties (1), the co; and (2), B. the capital of the co is -7., divided into AND WHAS the directors of the co are, by the articles of association thereof, empowered to appoint a secretary of the co, either for a fixed term or otherwise as therein mentd, and to fix and determine his remuneration, which may be by way of salary or otherwise, as in the sd articles mentd:

NOW IT IS HBY AGREED as follows:

1. The sd B. shall be secretary of the co for a term of years, to be computed from the date hereof.

2. There shall be pd by the co to the sd B., as such secretary as afsd, a salary at the rate of −l. per annum. Such salary shall commence from the date hereof, and shall be payable quarterly on every- day

the first of such quarterly paymts to be made on the

next.

3. The sd B. shall, unless prevented [supra, p. 57].

day of

4. The sd B. shall, during his tenure of the sd office, be entled to leave of absence for a period in each year not exceeding weeks, and, unless otherwise arranged between the board of directors of the co and the sd B., such leave of absence shall be granted in each year as follows, namely, from the day of to the day of

(a) See infra, p. 60, as to appointment of officers.

&c., &c.

The afsd salary of the sd B. shall continue notwithstanding such leave Form 30. of absence.

5. In conson of the premes, the co shall forthwith allot and issue to Shares to be the sd B. ten of its shares, which shall be numbered in the books of the allotted to B.

both inclusive, and shall be deemed for all pposes fully

6. Either of the parties hto may determine the agreemt by giving to Power to the other not less than calendar months' notice in writing, and rescind. upon the expiration of the period specified in such notice the sd B. shall cease to be secretary of the co.

IN WITNESS, &c.

AGREEMENT appointing ELECTRICAL ENGINEER.

AN AGREEMT, &c. Parties (1), the co; (2), A.
WHEREBY IT IS AGREED as follows:-

Form 31.

Parties.

electrician.

1. The co shall employ the sd A. as electrician and electric engineer A. to be or adviser, and the sd A. shall serve the co in that capacity upon the terms and subject to the stipulations hereinafter expressed and contd, from the day of until this agreemt shall have been deter

mined in manner hereinafter provided.

2. The duties to be performed by the sd A. shall be the advising to Duties. the best of his ability the co and the directors of the co in all matters relating to electricity and electric light and power, and the production and the use of electricity, and the works, machinery, apparatus and appliances requisite for the same, and also the superintendence of the works of the co, and of the construction, manufacture, or execution of any works, machinery, or apparatus which may be constructed, manufactured, or executed by or for the co, and also such other duties as are usually discharged by persons filling similar positions, or may reasonably be assigned by the co to him.

3. The sd A. shall in the discharge of his duties have regard to and A. to observe observe and comply with all the reasonable regulations and directions directions. which may from time to time be made or given by the co, either generally in relation to the business and managemt of the affairs of the co, or specially in relation to the duties of the sd A., and he shall also in all respects endeavour to promote the success of the co's business.

4. The sd A. (except when prevented by illness) shall for the pposes Business hours. of the discharge of his duties under this agreemt, and so far as a due regard to his health and strength will permit, attend at such offices, works, or establishmts of the co, or at such other places and at such times as the co may from time to time reasonably direct, and in addition to the usual hours of attendance at such other times in the day or night as the exigencies of the businesses or works of the co require his attendance; but nevertheless the sd A. shall be entled to holidays.

Form 31. or vacations not exceeding in the whole

A. to give whole time.

Liberty to advise others.

Salary.

Form 31a.

— in any year, and to be taken at such time or times as the co may approve, but so that he shall always be entled to a vacation of at least 3 days at Christmas and Easter respectively.

5. The sd A. shall devote his best energies and the whole of his time and attention to the co's concerns during the hours of business as fixed by the last preceding clause, and except as hereinafter provided he shall not, without the consent of the co, employ himself in or about any business or occupation except the business of the co.

6. Notwithstanding anything in the last preceding clause contd, the sd A. shall be at liberty to give to other persons than the co advice with regard to electrical matters and to charge therefor, but he shall not, for the ppose of giving such advice, leave the county of without the consent in writing of the co.

7. In conson of the performance by the sd A. of his part of his agreemt the co shall pay to him a salary at the rate of l. p. a. by monthly paymts on the

month.

AS WITNESS, &c.

The following clauses are occasionally used ·

day of cach calendar

Whenever the profits of the co made during the financial year or other period comprised in the accounts submitted to the ordinary general meeting in each Commission on year are more than sufficient to pay a dividend on the pd-up capital of the co surplus profits. for such period at the rate of 5 p. c. p. a., the sd, in addition to his salary afsd, shall be pd a sum equal to 25 p. c. of the excess.

Form 31b. In addition to his salary afsd, the sd shall be entled to a commission of 10 p. c. on the profits made during the financial year or other period comprised Commission on in the accounts submitted to each ordinary general meeting of the co. profits.

Form 31c.

Whenever a dividend is declared by the co in general meeting, and such dividend, together with the dividend or dividends, if any, previously pd, Commission on amounts to more than 5 p. c. p. a. on the capital of the co for the time being ividends. pd up as from the incorporation of the co to the time of the declon of such dividend, then, and in such case, the sd shall, in addition to his afsd salary, be entled to a commission equal to 10 p. c. of the excess, such commission to be pd when the dividend becomes payable.

Appointment

of officers

by articles of association.

should be

APPOINTMENT OF OFFICERS AND AGENTS.

The articles of a company often purport to make appointments of managers secretaries, agents, solicitors, and others; but it is generally expedient, after the incorporation, for persons so appointed to enter into an agreement in writing with the company, defining the terms and conditions of the appointAn agreement ment. It has been settled that at any rate a person not a party to the articles cannot rely on a stipulation contained therein as an agreement by the company with him. Eley v. Positive Government, &c., Co., 1 Ex. Div. SS; Re Peace & Co., 32 W. R. 131; Empress Engineering Co., 16 C. Div. 125. But see Terrell v. Hutton, 4 H. L. Cas. 1091. As to what is evidence of an appointment of an officer by the company, see Browning v. Great Central Mining Co., 5 H. & N. 856; 29 L. J. Ex. 399.

executed.

Moreover, if the agreement is not to be performed within a year, it is necessary to have an agreement in writing, by reason of s. 4 of the Statute of Frauds.

Eley v. Positive Government, &c., Co., 1 Ex. Div. 20; S. C. 88; Davey v. Shannon, Form 31. 4 Ex. D. 81. However, the signature of the secretary of a company to a minute recording a resolution for his appointment may be sufficient. Jones v. Victoria Graving Dock Co., 2 Q. B. Div. 314.

future services.

Specific performance of a contract for hiring and service will not be decreed. No specific Stoker v. Brocklebank, &c., Co., 3 M. & G. 250; Brett v. East India, &c., Co., 2 performance of H. & M. 404; W. R. 596; Mair v. Himalaya Tea Co., 1 Eq. 411. But if the contract for agent is a member of the company, and the regulations provide for his employment, he might be able to obtain an injunction restraining the directors from interfering with him (Pulbrook v. Richmond, &c., Co., 9 C. D. 610). Where, however, the majority of the members are against him the company will not be restrained (Harben v. Phillips, 28 C. Div. 44), unless, perhaps, where there is a negative covenant. See infra, p. 339.

A resolution or order for winding up is equivalent to a dismissal of a com- Resolution pany's servants. Chapman's case, 1 Eq. 316; Shirreff's case, 14 Eq. 417. or order to

dismissal.

And if an agent or servant has been appointed for a term at a salary, he will wind up = be entitled to prove in the winding up for the value of his salary for the unexpired residue of the term. Yelland's case, 4 Eq. 350; Ex parte Clark, 7 Eq. 550. As to proof in winding up. But when, in addition to his salary, an agent is to have a commission on busiYelland's ness done, he is not, upon a winding up, entitled to prove for what he might Case. have otherwise earned. Ex parte Maclure, 5 Ch. 736. This was a case of a

voluntary winding up, and the same rule must à fortiori apply in a compulsory Agent cannot winding up.

prove for

future com.

In a recent case before the House of Lords, it appeared that an agreement mission. had been made between A. and B., that B. should be sole agent at Liverpool Rhodes v. Forfor the sale of A.'s coal during a term of years, at a certain commission; A. to wood, H. L. have the control of the prices, with power for him to rescind if B. did not sell a certain minimum, and power for B. to rescind if A. could not supply a certain minimum. A. sold his colliery before the expiration of the term, and it was held that an action by B. against A. for damages for breach of the agreement occasioned thereby would not lie, for that the agreement did not bind A. to keep his colliery, or to send any coal to Liverpool. Rhodes v. Forwood, 1 Ap. Cas. 257. It follows from this case that if a company made such an agreement, and then passed into liquidation, the agent could not prove for damages.

But where a business is sold to a company on the terms that the purchase money shall be paid off out of profits, an agreement to carry on the business may be implied. Telegraph Despatch Co. v. McLean, 8. Ch. 658; Lindley, 378.

for loss of

It is very common expressly to fix by agreement the compensation to be pay- Agreement to able to the agent in case his agency shall be terminated by the company. Thus, pay specific sum in Logan's case, 9 Eq. 149; 14 W. R. 273, Logan was by the articles appointed office. managing director of a company, at 8001. per annum, and a commission on profits. It was also provided that: "In the event of the said L. being at any time deprived of or removed from his office for any other cause than gross misconduct, the directors shall pay to him as compensation for loss of office a sum equal to three years' salary ." The company was ordered to be wound

up, and Logan was held entitled to prove for three years' salary. See also Shirreff's case, 14 Eq. 417; 20 W. R. 966.

But where an order had been made to wind up a company of which T. was an officer, one of the terms of his engagement being, that, "5,000l. be paid to him if the company discontinue to employ him," it was held by Lord Cairns, that “T. was not entitled to prove for the 5,000l., as there was no voluntary, active, and intelligent discontinuance by the company of the employment of T." Re Albert Life Ass. Co., Tait's claim, 16 Sol. J. 46.

Where A. is entitled to the exclusive services of B., and C. induces B. to break the engagement, A. may be entitled to sue C. for damages. Bowen v. Hall, 6 Q. B. D. 339; 29 W. R. 367.

Logan's Case