The Gazette 1967/71

plaintiff undertook not interested directly or indirectly in any company that would be in competition with the Defendants. The agreement could be terminated if the plaintiff was guilty of misconduct or neglect in his duties, or disobeyed reasonable directions. In July 1964, at a Board meeting, there was an embarrassing discussion about the plaintiff's interest in another company. Motors and Machines Ltd., which the plaintiff formed in 1961, getting the sole Irish agency of Electric Mechan Heat Ltd. whose parts were required in the manufacture of Austin cars, and which were duly pur chased by the operating con«pany to the value of £12,490 in 1964. The plaintiff did not disclose to the operating company that he was Chairman of Motors and Machines, and that his son was managing-director. Four,of the directors favoured an amalgamation between the operating company and Brittains, but the plaintiff and A. strongly opposed it. The reason for plaintiff's opposition was that he knew he would never become managing director of the operating company in the event of amalgamation. After lengthy discussions, the amalgamation was finally agreed upon, and Brittains were allotted 500.000 shares in the holding company^ and paid £350,000 in cash. It was also agreed that, upon the amalgamation, the plaintiff and A. were to retire from the Board, so that the amalgamation Board would not be too large. The plaintiff, having taken legal advice, resigned on 29th April 1965. The terms of the amalgamation were announced on 2nd Mav and were to be completed by 26th May. On 2nd June, Mr. Brittain summoned a meeting of senior staff to reassure them, which the plaintiff did not attend; this infuriated Mr. Brittain. The plaintiff subsequently met Mr. F-, and suggested he had been pushed off the Board; he wished to resign from all the companies as he did not get on with Mr. Brittain, provided he could get a pension and compensa tion for loss of office. The plaintiff suggested that the Chairman. had been aware that Mr. Brittain had been buying shares; but the Judge doubted this. On 16th June, Mr. Adams, the foreman maintenance engineer of Brittains, went to inspect the factories, and said they were badly maintained. There was a low level of production of Austin Cars at the time, which plaintiff tried vainly to excuse; from 20th June, when they had a stormy meeting. Mr. Brittain was determined to dismiss the plaintiff summarily after giving long evidence of a conversation. A Board meeting had been summoned for 21st June, the plaintiff's solicitor wrote to the Board advising them to make any future proposals in relation to the plaintiff to him; Mr. F. and Mr. Brittain regarded this letter as an act of insubordination and there was a discussion about plaintiff's irregularities. The plaintiff was instructed to take a month's holiday with full pay, and not to set foot in the firm, and another engineer replaced him. Mr. Brittain prepared a damaging report of eight pages for the Board set out in the Judgment and on 5th July they derided to terminate plaintiff's employment without compensation on the ground of serious misconduct and serious neglect of his duties. The plaintiff was not given any notice of these charges nor had he an opportunity to answer them, before the dismissal had been confirmed; he did not find out what the charges were until nine months later in April 1967. The members of the Board had different and various reasons for dismissing him from 21st June 1966. One director was shocked bv the condition of the plant and to be

should not be produced will not become a formula used in every case to protect all routine communications in the possession of any Department of State. The Minister will, I am sure, bear in mind that the interests of justice require that documents in his possession should be made available and that a refusal to produce them will frequently result in incorrect decisions. So the claim to withhold should not be lightly made." (Murphy v. Minister for Local Government. The Irish Times, 14th July 1970.) DAMAGES £9,700 Damages awarded for wrongful dismissal, despite misconduct and neglect of duty, for breach of rules of natural justice. Lincoln and Nolan Ltd. a private operating company since 1923. now assemble Austins, Rovers and Heinkels; parts for all these cars are sent from England. Lincoln and Nolan (Holdings) Ltd. the holding company," incorporated as a public company in 1950 to acquire shares in operating company; It never assembled cars; in May 1966, the name of the Holding Co. was changed to B.L.N. — Lincoln and Nolan (Sales) Ltd. was incorporated as a private comDany in 1956, and was subsidiary of B.L.N. International Sales Ltd. (the factor company) was incorporated as a private company in 10C>8. it subsequently changed its name to Lincoln and Nolan (Parts) Ltd. Mr. F. a stockbroker, was chairman of the Holding Co. and of the Subsidiary Companies, and Mr. A. was Managing Director until he resigned in December 1966; he increased the sales of cars in the company from 2,400 in 1958 to 10,000 in 1965; during that period, the number of employees doubled to 600. The plaintiff had many qualifications and wide experience in mechanical engineering and in motor car assembly. In 1957 the plaintiff was offered the post of Technical Director in Lincoln and Nolan subject to excellent terms and accepted it. In 1959, the plaintiff was appointed a Director of the holding company and of its subsidiaries, and then joined a retirement benefit scheme set up by Irish Pensions Trust Ltd. from which he would obtain two thirds of his salary at 65 years. A clause provided that if the employee was discharged before he reached 65 for fraud or misconduct, or if he voluntarily left the company, then the policy was to be held in such a manner as the operating company decided. The plaintiff was 52 years when he was dismissed and was entitled to substantial benefits, unless he was discharged for fraud or misconduct. In Julv 1957. the average annual production of cars was 3,000, and the company continued to have profits of about £100000 between 1957 and 1962, which increased to well over £200.000 from 1963 to 1966. Brittains (Dublin) Ltd. had been assembling Morris cars, but they realised that they would have to amalgam ate with Lincoln and Nolan. Brittains (Dublin) acquired secretly through a nominee 25 per cent of the shares of the Lincoln and Nolan Holding Co. between 1960 and 1963. Before the holding company knew this, they had agreed to grant service agreements for five years to A. and to the plaintiff. The agreement of January 1964 made between the holding 'company and all its subsidiaries and the plaintiff appointed him Technical Director for a minimum period of five years from April 1963. and thereafter from year to year, the agree ment to be then terminable by six months notice. The 57