511 / 736
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
plaintiff undertook not
to be
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