Supreme Court
Action No. 352 of 1982
19th May, 1983
Moe, C.J.

Mr. Dean Barrow, for the Plaintiff.
Mr. Michael Young, for the Defendant.

Oral contract of employment - Defendant employing Plaintiff under an oral contract of employment - Plaintiff performing services as a Director of the Defendant for about one year - No remuneration agreed between Plaintiff and Defendant what constitutes reasonable remuneration for a Director.
Counterclaim - Plaintiff failing to supervise work in a workmanlike manner - Defendant suffering pecuniary loss as a result of Plaintiff's evidence - Set-off Defendant allowed to set-off amount of pecuniary loss against remuneration owed to Plaintiff.

J U D G M E N T

The Plaintiff claims $30,000 as being reasonable remuneration for services he rendered to the Defendant company as a director of the said company and as full time Supervisor of Works of the said company for the period September 1978 to October 1979.

The Defendant said that the Plaintiff was employed under an oral agreement from March to October 1979 at an annual salary of $12,000 and that he has been paid $7,524.49. The Defendant company denies that $30,000 is reasonable remuneration for the services rendered by the Plaintiff and seeks to set off against any sum due by it, the following sums $8,599 as damages for loss and damage suffered by the Defendant through the Plaintiff's failure to supervise certain works in a good and workmanlike manner and $6,000 which the Plaintiff had and received to the use of the Defendant company or alternatively $1,464.16 expended on the Plaintiff's behalf and at his request.

I turn first to the question whether there was an agreement for employment of the Plaintiff at a salary of $12,000 per annum. I accepted the Plaintiff's version that there was no fixed arrangement between him and Mr. Chin, Managing Director of the Defendant company. That it was agreed that the Plaintiff would go into the company as a partner and director. There was no agreement on salary or remuneration but Mr. Chin had indicated that when the company picked up, he would then make fixed salaries. The matter of sharing of profits was discussed but there was no concluded agreement about this. The Plaintiff had responsibilities depending on what job the company had and on who would administrate it. The Plaintiff's account is supported by the evidence as a whole as to the loose way in which the business was conducted and particularly as to the manner in which the Plaintiff received payment for services, that is when he wanted and what he wanted. There being no agreed remuneration for the Plaintiff's services, he is entitled to a reasonable sum for them.

What were the services the Plaintiff rendered to the Defendant Company? The Plaintiff's evidence was not specific as to the date of commencement of his work for the Defendant. His Statement of Claim said October, 1978. In his evidence he said the latter part of 1979 by which I took it he meant the latter part of 1978. He also said his association with the Defendant was for about a year. On the other hand, the Defendant claimed the Plaintiff performed services from March 1979 whereas Mr. Chin's evidence is that the Plaintiff was a Director from about November 1978 when the company was making a pre-qualification submission and a return to the Registrar of Companies on the 11th January, 1979 listed the Plaintiff as a shareholder. I accepted the Plaintiff's version that he performed services for the Defendant for about one year. I found that he performed services as a Director of the Defendant company, supervised the performance of various jobs awarded to the company and administrated the said jobs.

In determining what is reasonable remuneration for the above services I took into account evidence as to remuneration paid to a Supervisor of Works, included an award for administration e.g. presenting and collecting bills and other clerical services in relation to a job and a sum for services as a Director. I concluded that reasonable remuneration for the period would be $18,000.

A question arose as to how much remuneration the Plaintiff has already been paid. A series of cheques were put in evidence showing that various sums were paid to the Plaintiff by the company. I was not satisfied that monies shown to have been received by the Plaintiff from the company were remuneration for his services. The evidence as to the payment of these monies, particularly the absence of any systematic record of payments towards wages as expected in relation to persons drawing remuneration, tended to support the Plaintiff's version that the bulk of the sums shown that he received were reimbursement of expenses he incurred on behalf of the company. I accepted the Plaintiff's admission that he received $2,000 towards remuneration and deduct that amount. The Defendant is therefore liable to pay him a balance of $16,000.00 as reasonable remuneration for his services.

Turning now to the Defendant's counterclaim, the evidence was clear that the Plaintiff failed to supervise the construction of a floor of a workshop at Rideaux camp in a good and workmanlike manner. The floor was sloped in the wrong direction and had to be corrected. The person who made the correction gave evidence which confirmed the Defendant's case. He said he had to re-slope it so that water would run out of the building. The evidence shows that for the water to run out of the building it would have had to be re-sloped as the Defendant claimed. The Defendant incurred expenses in the sum of $3,599 as a result of the Plaintiff's failure and is entitled to that sum from him.

The Defendant claimed it suffered damages in the sum of $5,000.00 as a result of the Plaintiff's failure to properly supervise the re-routing of a sewer line at the Airport Camp. The evidence is that the company embarked on the contract in May, 1979. During the performance of the works, the company used some plywood forms valued $5,000.00 to prevent the caving in of trenches the digging of which the Plaintiff has supervised. In August, 1979, the contract was terminated. There was no evidence indicating whether the $5,000 was included in the amount paid to the company by the Airport Camp for the work done or in what way the $5,000.00 amounted to a loss incurred. The Defendant has not established to my satisfaction this claim and I disallow it.

The third head of the Defendant's counterclaim is that the company performed repairs to a vat and that the Plaintiff received for the company $6,000.00 for the said repairs and has not paid over the sum. There is evidence that Mr. Chin advised against the company accepting the job but the Plaintiff took it in the name of the company, carried out the works using the company's employees on the job, the company's materials and monies of the company called advances for the purpose of carrying out the job. I hold that it was the company's job and the $6,000.00 for the job is the company's money. The Defendant is entitled to that amount from the Plaintiff.

In the result, the Plaintiff will have judgment for $16,000.00 and the Defendant will have judgment for $9,599.00. In the circumstances I think that each party should stand his costs.

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