Continuance in company office cannot rest on articles alone; personal service relief and bare declaration claims failed.
A company officeholder cannot rely solely on the articles of association to claim a continuing right to remain in office where no independent enforceable contract is proved. The court treated the claim for declaration of continuance as unsupported by the constitutional documents alone and rejected any asserted entitlement to the office. A suit framed as a bare declaration, with later attempted consequential injunction, was also held not maintainable because it in substance sought enforcement of a personal service arrangement, which is not specifically enforceable. The dismissal of the suit was therefore upheld.
Issues: (i) Whether the plaintiff could base a cause of action on the articles of association to obtain a declaration that he continued as secretary and treasurer despite removal by the board. (ii) Whether a suit for a bare declaration, and the later sought injunction, was maintainable in view of the bar against granting declaration without consequential relief and the rule against specific enforcement of personal service.
Issue (i): Whether the plaintiff could base a cause of action on the articles of association to obtain a declaration that he continued as secretary and treasurer despite removal by the board.
Analysis: The articles were treated as governing the company-members relationship, but not as creating an independent enforceable contract in favour of the plaintiff for the office claimed. The plaintiff's appointment as secretary and treasurer was held to be outside the articles in the sense required for a direct action upon them, and no separate contract apart from the articles was proved. The Court also treated the claim as one that could not be converted into a right to insist on continuance in office merely from the constitutional documents of the company.
Conclusion: The plaintiff had no cause of action on the basis of the articles of association to continued entitlement to the office.
Issue (ii): Whether a suit for a bare declaration, and the later sought injunction, was maintainable in view of the bar against granting declaration without consequential relief and the rule against specific enforcement of personal service.
Analysis: The suit was framed as a mere declaration without consequential relief, although the plaintiff was able to seek further relief. The later attempt to add an injunction did not cure the defect, because the substance of the relief sought amounted to enforcement of a contract of personal service. Relief of that nature was held not specifically enforceable. The pendency of other proceedings and the existence of custody or control over company property did not remove the statutory bar to the form of relief claimed.
Conclusion: The suit was not maintainable in the form in which it was framed, and the added consequential relief could not be granted.
Final Conclusion: The appeal failed because the plaintiff could not obtain declaratory or injunctive relief on the footing asserted, and the dismissal of the suit was upheld without costs.
Ratio Decidendi: A plaintiff cannot obtain a declaration of continuance in a company office by relying only on the articles of association where no independent enforceable contract is shown, and a suit that in substance seeks enforcement of a personal service arrangement is barred from specific relief when consequential relief is available but omitted.
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