The Gazette 1972

their liability; but admit that a sum of £900 is due for the installation of central heating. The defendants, however, make a counterclaim in respect of: (1) £3,600 damages for delay. (2) £715 for alleged defects in workmanship and materials. The main dispute is as to the terms and construction of the verbal contract. The plaintiffs contend that it was a contract to sup- ply certain materials and do certain work, and that no fixed price or time for completion had been agreed upon. The defendants contend that the contract was to do the work and supply the materials at a definite price, and that the work was to be definitely completed by a certain date. The lady defendant, Mrs. Roche, approached the architect, Smith, who was acting for plaintiffs, in connection with a two bedroomed exten- sion to her house late in 1968. A draft survey was made. In May 1969 it was suggested that twenty-six Germans would be visiting Gorey for ten weeks from July 10th and that if accommodation could be extended to include six new bedrooms, she could get a booking. On May 23rd Mr. Smith was instructed to prepare drawings, and on May 26th a discussion took place between Mr. Smith and a director of the plaintiff company, Mr. Campion, who took away the drawing. The date for completion was mentioned as July 8th. The plaintiff who had been aware of this, wrote to Mr. Smith on June 10th stating that the extension would not be completed in time, and suggested that the plaintiff should make alternative arrangements about the accommodation. Mr. Kilbride, the quantity surveyor, having been asked by the plaintiff for an approximate price for the extension, mentioned, after calculations the figure of £9,800, to Mr. Smith; Mr. Smith tried to suggest that the figure mentioned was £8,900, and that he could name a target figure of £7,500 to the defendant. On May 28th Mr. Smith rang Mr. Kilbride, and told him to go ahead, provided he kept as close to the target figure of £7,500 as possible. The work then proceeded. The term "target figure" according to the defendant meant that it could not be scaled upwards, but only downwards The plaintiffs contend that "target figure" simply meant an approximate price which could be varied either way- The Judge held that it did not mean that the final cost was not to exceed this figure. Finally this work, on a time and material basis, greatly exceeded the target and came to £11,000. If no price is agreed upon, it i s clear that the contractor should be paid a reasonable sum on a quantum meruit basis for materials supplied» work done, and services rendered. As the construction of the extension on a rates basis would have been about £8,500 as against £11,000 on a time and material basis Pringle J. felt bound to reduce the amount clamed by a substantial amount. A reasonable figure for the plaintiff was £11,200, and as £7,500 had already been paid, they were entitled to judgment f° r £3,700 balance. As regards damages for delay in completion, the plaintiffs contended that, despite the tight schedule» the defendant would not allow them to work on Sun- days. Furthermore a German representative visited the site on June 14th and was so dissatisfied with what h c saw that he subsequently cancelled the visit of the German tourists After this, defendant decided to instil central heating, and a contract was entered into -with a sub-contractor to have this done for £900; this mean 1 that the urgency for completion disappeared. In fa ct 146

It was known at this meeting that the British com- panies did not intend to apply to the Irish Bureau for Green Cards, and thus P.M.P.A. were the only company which would have to give security for cards. In March P.M.P.A. confirmed that they would be a party to the fundamental agreement, which was eventually dated 10th July 1970. The P.M.P.A. then petitioned the Court to have the resolution of 9th March 1970 cancelled. It was contended firstly that the agreement was invalid on the ground that it attempts to regulate Green Cards in a manner contrary to the fundamental agreement. This fundamental agreement was not in force in March 1970 and cannot thus be invoked. On the other hand P.M.P.A. cannot successfully invoke the agreement of 1953 as they were not parties to it. In the first place, the resolution of 9th March 1970 was not ultra vires the company. However, the fact that the fundamental agreement was only executed in July did not excuse the Bureau from its obligation to give to each of the parties to the agreement any Green Cards which they requested without any condition as to security as long as they were members. The requirement of a security of £10,000 for each 1,000 Green Cards is clearly inconsis- tent with the main purpose of the fundamental agree- ment that it should be regarded as rescinded. It was clear that P.M.P.A. had not accepted the resolution of March 9th, or precluded themselves from objecting to it subsequently by signing the fundamental agreement. It was also contended by P.M.P.A. that the resolution of March 9th was an oppressive exercise by the directors of their powers and that the Court should accordingly cancel it under Section 205 of the Companies Act, 1963. The conduct or exercise of the powers complained of under Section 205 must affect the person making the complaint in his character as a member and not as a creditor. A member of the Irish Bureau does not by membership acquire the right to be supplied with Green Cards because the articles of association do not confer this. Therefore the claim under Section 205 fails. Oppression can, however, be defined as harsh conduct or depriving a person of rights to which he is entitled. Green Cards are only valid for one year until the insur- ance policy is renewed. As P.M.P.A. have 100,000 policy holders, the resolution of 9th March 1970 would require them to deposit £100,000 per year, for an inde- finite period. The relation of the securities in respect of possible liabilities arising under cards issued up to ten years before is so unreasonable and involves such a large sum for security that it is oppressive. Nevertheless, given all the circumstances of the case the directors acted honestly when they passed the resolution in March and also acted in what they believed to be the interests of the Irish Bureau. The petition was accordingly granted, and a declara- tion was made that the resolution passed on 9th March 1970 in relation to the issue of green cards ceased to be valid on 10th July 1970. [Re Irish Visiting Motorists Bureau Ltd.; unreported; Kenny J.; 27th January 1972.] Con t r a c t: Building contractors entitled to be paid on a quantum meruit basis when no price is agreed upon. Plaintiffs, building contractors, claim £5,103 being balance due by defendants for materials supplied and work done to a house in Gorey from June to September 1969. Defendants (husband and wife) allege that the £7,500 which they have paid plaintiffs fully discharges