Roberts v Smith

roberts v. smith. Feb. 9, 1859.-The plaintiff wrote to the defendant as follows :- " I agree to accept the appointment of secretary of the Lancashire Cotton Mill Company upon the following terms, viz., first, a salary of 3001 per annum, commencing at the present date, if the Company be completely registered and put into operation ; if not, I shall be satisfied with any remuneration for my time and labour you may think me deserving of and your means can afford." The defendant wrote in answer accepting the terms, and adding,-" It is distinctly agreed and understood that if the Company is not formed and carried out, that part of your letter which alludes to your salary be null and void, and that at the expiration of three months it is entirely left to me to give unto you such sum of money as I may deem right as compensation for labour done in the event of the Company not being carried out." The plaintiff rendered some service, but the Company was never formed. Held, that there was no contract upon which the plaintiff could recover any part of the salary. [S. C. 28 L. J. Ex. 164. Referred to, Broome v. Speak, [1903] 1 Ch. 596.] Declaration for money payable by the defendant to the plaintiff for work done and salary due to the plain-[316]-tiff as secretary of the Lancashire Cotton Mill Company (Limited). Pleas. Never indebted and payment. At the trial, before Watson, B., at the Middlesex Sittings in last Hilary Term, it appeared that the defendant was a promoter of a Joint Stock Company about to be foimed, and that, in consequence of an advertisement for a secretary of the Company, the plaintiff went to Manchester and saw the defendant. After some negotiations, it was arranged that the plaintiff should be employed as secretary of the Company, and he wrote to the defendant the following letter:- "Manchester, October 17, 1857. "Dear Sir,-I agree to accept the appointment of secretary of the Lancashire Cotton Mill Company (Limited) upon the following terms, viz, first a salary of 3001. per annum, commencing at the present date, if the Company be completely registered and put into operation ; if not, I shall be satisfied with any remuneration for my time and labour you may think me deserving of and your means can afford. Secondly, upon your furnishing me with the sum of 501. on account of preliminary expenses, I will forthwith proceed to the formation of the Company and its establishment in London by provisionally registering it, taking suitable offices, furnishing them, advertizing and doing all necessary acts towards its formation , such sum of 501., it is understood, is to be expended solely for the purposes of the Company, and for the above object; if any further sum be required, it is to be left to your option according tq the then state of the undertaking, whether you terminate the proceedings or make farther advances; and, further, as a security for the 501. lodged in my hands, or any farther sum advanced me for the purpose of carrying out the Company, I will lodge with you promissory notes for the said [317] 501. or other sums payable on demand, upon the understanding that such promissory note or notes shall not be presented for payment or the sums they represent demanded so long as the funds I have can be shewn to have been legitimately expended in the formation of such Company. If you agree to these...