147 / 294
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ment that it should be regarded as rescinded.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
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