Quantum Meruit and the Managing Director
| Date | 01 November 1966 |
| DOI | http://doi.org/10.1111/j.1468-2230.1966.tb02263.x |
| Published date | 01 November 1966 |
QUANTUM MERUIT AND THE
MANAGING DIRECTOR
Re Richmond Gate Property
Co.
Ltd.l
was an application by a
member and managing director of a company in voluntary liquida-
tion appealing against the rejection by the liquidator
of
a proof
lodged in thc liquidation by the applicant claiming remuneration
for his services
as
managing director
((
said to bc due either under
a
contract with the company
or
under
a
quantum meruit.”
(It
should be stated at the outset that this antithesis is unsatisfactory
sincc probably the majority of
quantum meruit
claims are con-
tractual in nature.) There was no specific, separate contract between
the company and the applicant appointing him managing dircctor,
but the articles of association by article
0
appointed him one of
two joint managing directors for life, and also incorporatcd article
108
of
Tablc A, Part
I,8
which reads:
((
A
managing director shall
receive such remuneration (whether by way
of
salary, commission
or
participation in profits,
or
partly in one way and partly in
another) as the directors may determine.”
(‘
[AJt the mceting which was held on January
12, 1962,
before the company was incorporatcd, at which there were
prcsent
Mr.
Bush (who became the chief shareholder in the
company and’ its chairman),
Mr.
Clancy, the other managing
director, and the applicant,
it
was understood between thcm-
and
I
need put it no higher than that-that at any rate until
the company got firmly on its fcct, which it never did, no
remuncration should be paid
to
the managing directors.”
During the scvcn-month life of the company the applicant as
managing director rendered it services
(‘
for which, if rcndcrcd by
somebody else, the company would liavc had
to
On these
facts Plowman
J.
held that the applicant’s proof had been rightly
rcjectcd, and dismissed the summons. With this conclusion there
can be no quarrel, but it is respectfully submitted that there are
several unsatisfactory clcmcnts in the reasoning of the judgment,
which raises a number of interesting points.
b
Plowman
J.
begins by saying
O:
((
The effect of articlc
0
of the articles, coupled with article
108
in Tablc A, coupled with the fact that thc applicant was a
member of the company, in my judgmcnt is that
a
contract
[footnote] exists between himself and thc company for payment
to him
of
rcmuncration as managing director, and that
remuneration dcpcnds on article
108
of Table A and is to bc
W.L.R.
335:
“64
3
All
E.R.
036.
pp.
938
G,
038
H.
All
E.11.
036
at
p.
837
C
8
Compnnioe
Act 1048, Sched.
I.
0
Ibid.
at
pp.
337
13,
C,
037
G,
IT.
1
W.L.R.
335
at
p.
398
G,
k;
[1064]
3
All
E.R.
936
at
p. 938
XI,
I.
608
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