Division: IN THE SUPREME COURT
Date: 29TH JUNE, 1964
Before: MILLS-ODOI, OLLENNU AND AKAINYAH JJSC
JUDGEMENT OF MILLS-ODOI JSC
Mils-Odoi JSC delivered the judgment of the court. Shortly put, the facts are that the appellant is a Lebanese merchant who trades on his own in textile goods in Kumasi and lives in Kumasi. The respondents who were incorporated in Ghana and have their head office in Accra, are mainly a wholesale seller of textile goods. In the course of an intimate friendship which existed between the appellant and one of the directors of the respondent company, the appellant took so much interest in the affairs of the company that he came to be relied upon by all the directors as a reliable person capable of discharging any duty entrusted to him with speed and success. It is not surprising, therefore, that the sole witness for the respondents at the trial paid him the following compliment: “He was a nice and generous man—always ready to offer you his services—business and at home . . . I found him very faithful whenever I entrusted anything to him.”
As a result of the confidence which the directors had in the appellant one of them approached him, some time in 1958, and made an oral request to him to act as the Kumasi manager of the company. The appellant readily accepted the offer, gave up his own store, and rendered services for the company for a period of two years.
In his evidence at the trial, which stood unchallenged, the appellant set out the nature of the services he rendered by the direction of the respondents. It is as follows:
“By that authority I was permitted wholly to operate the defendant’s bank account. I used to collect money from the people whom I had to sell the company’s goods and I used to go to Accra and pay it all to the defendants. Defendants used to advise me when any customers had been sent goods so that I went and collected their moneys—in cheque or cash. I used to deal with the insurance company when customers’ goods got damaged or lost. When for example a customer finds that goods had been short delivered to him he used to call me to come and check same and advise the defendants at Accra. If some goods are needed urgently I had to contact Mr. Fara in Accra. I used to do all this business for Mr. Fara entirely alone.”
Learned counsel for the respondents conceded at the trial that they did not deny that the appellant rendered valuable services to the said company.
The appellant carried out efficiently and successfully the duties assigned to him on the understanding that the respondents would give him reasonable remuneration for his services. In March 1961, the respondents sent one Mr. Bichara Merri, also a Lebanese, to Kumasi to assist the appellant in the discharge of his duties. Thereafter the appellant’s appointment as Kumasi manager was terminated, such appointment having been given to the said Merri. The appellant then brought this action claiming from the respondents the sum of £G6,000 as reasonable remuneration for the service he had rendered.
The defence, so far as I understand it, was that the appellant had been employed on a friendly agreement and the work was to have been done gratuitously; the fact that the appellant rendered valuable services to the respondents was not denied.
The learned trial judge seemed to have been in some confusion as to the nature of the appellant’s claim: whether it was a claim founded on quantum meruit or on a commission. He however held in his judgment, erroneously I think, that the claim was not based on quantum meruit but commission, “a relief which was beyond the competence of any court to grant.”
The appellant has appealed to this court on two grounds, namely: (1) that the judgment is unreasonable and cannot be supported having regard to the evidence and (2) that the learned judge was wrong in law to hold that the appellant was not entitled on a claim for reasonable remuneration for work done for the respondent company.
When the appeal came on for hearing, learned counsel for the appellant abandoned the first ground of appeal, which I think, was a wise step to take, since the facts were not in dispute, the only question for the determination of the court being one of law.
In arguing ground (2) learned counsel submitted, and with considerable force, that the case of Obu v. A. Strauss & Co., Ltd.1 referred to by the learned trial judge, and which formed the basis of his judgment, did not apply to the present case. It was a case in which the appellant claimed, inter alia, a commission and not, as in the instant case, quantum meruit for services already rendered to the company. In support of his submission, the appellant cited several authorities, the one most relevant to this appeal being the case of Craven-Ellis v. Canons, Ltd.2
In order to appreciate the arguments advanced in this appeal, and to ascertain the nature of the appellant’s claim, it is necessary to set out the relevant portions of the writ and the statement of claim showing the relief which the plaintiff claimed. By this writ, “the plaintiff claims from defendant the sum of six thousand (£G6,000) pounds as reasonable remuneration for work done for defendant company.” His statement of claim which was filed along with the writ also contained the following material averments:
“(3) Some time in 1958 one Chaffik Fara, a director of the defendant company, approached plaintiff at Kumasi and requested plaintiff to as the Kumasi manager of defendant company.
(4) Plaintiff agreed and acted as the Kumasi manager of defendant company for a period of about two years . . .
(7) It was understood between plaintiff and the said Chaffik Fara that plaintiff would be given reasonable remuneration for his services by defendant company . . .
(9) Plaintiff carried out efficiently and successfully the duties mentioned in paragraph (5) above, and for the period of two years when plaintiff was manager for the said company at Kumasi plaintiff promoted sales of the defendant company’s goods amounting to over sixty thousand (£G60,000) pounds.
(10) Defendant company has failed to pay plaintiff reasonable remuneration for his services.
(11) Plaintiff therefore claims from defendant company thesum of six thousand (£G6,000) pounds as reasonable remuneration for the work done for defendant company for the said period of two years.”
The pith of the appellant’s case was as I understand it, that he had rendered services to the company, at the latter’s request, for a period of about two years and was therefore entitled to payment of reasonable remuneration for that period. In short, he was claiming on the basis of quantum meruit. During the course of his judgment the learned trial judge also took the view that his “understanding” of the claim was that it was based on quantum meruit. His judgment contains the following passage:
“The elder of the brothers, Chaffik Fara, accordingly requested the plaintiff to render certain services to the defendant company in Kumasi. The plaintiff agreed to do so and as it turned out he did so creditably.
Plaintiff performed these services for defendant for about two years at the end of which they asked plaintiff to stop and they employed their own man full time to man their store and carry on their business here. Plaintiff has now brought this action claiming £G6,000 as reasonable remuneration for the work done for the defendants. My understanding of the claim is that it is based on quantum meruit, not on contract. Later on in his judgment, the learned trial judge allowed himself to be carried away from the main issue, presumably, because the appellant in his evidence at the trial erroneously used the word “commission” as the relief he was claiming from the company. The portions of his evidence material to this appeal, are set out hereunder:
“In 1959 Mr. Fara of the defendant company came to me and told me that he wanted to do business at Kumasi and that I should find customers and sell their goods to them. He told me to do the business as their agent and manager. I agreed. He said he would like to see how the business progressed before he can agree with me about the proper commission to give me. I agreed to this . . . I think it was not until March 1961 that another Lebanese man was sent here to assist me and later take over from me. My appointment was terminated then. I handed over everything to the new man and went back to my store. Then I asked defendant to pay me any commission as agreed. He kept putting me off from one time to another . . . What I wanted
them to do was to pay me money – any commission on the work I did.”
Continuing his evidence, under cross-examination, the plaintiff deposed as follows:
“It is not true that because defendants had considered my debit as overdue—that is why I wanted money for services I had rendered to them. When I was approached by defendants’ representative he told me that they wished to do very good business in Kumasi, and that I should be manager for their business in Kumasi—by collecting cheques, cash for customers and send to them and generally represent them. I used to do that. We did not agree on any amount as my pay. He said he wanted to see how the business progressed first.”
If the case is looked at as a whole the only irresistible conclusion one can come to is that the appellant’s action was brought on a quantum meruit basis for reasonable services already rendered for the company and that the word “commission” used by the appellant during the course of his evidence at trial was a misnomer. The appellant’s claim was not amended at any stage of the trial. It remained, up to the date of the trial judgment, a claim for “reasonable remuneration” for work done for the respondents.
In my judgment, the request made by the director of the respondent company to the appellant, which the latter accepted, and in pursuance of which he rendered the services to the said respondent company, together with all of the circumstances, clearly show that the work was not to be done gratuitously. If the appellant was employed on the basis of a friendly agreement, as the respondents contended at trial, it is difficult to appreciate why he should give up his own store to his brother shortly after his acceptance of the respondent’s request, and devote his whole attention to the respondents’ business. The question remains, however, whether the fact that the appellant thought that there was a valid agreement and that the services rendered and accepted were performed under that supposed agreement precludes him from a claim upon a quantum meruit basis. The acceptance of the services rendered by the appellant at the request of the company, raises an inference of a promise to pay on a quantum meruit basis. This is not an inference of fact, but is a rule of law imposed on the parties where work has been done under what purports to be a binding contract, but is not so in fact. In the Craven-Ellis case (supra), Greer L.J. in delivering the judgment stated, inter alia, as follows3
“ . . . the obligation to pay reasonable remuneration for the work done when there is no binding contract between the parties is imposed by a rule of law, and not by an inference of fact arising from the acceptance of services or goods.”
In the case of Prickett v. Badger,4 the question of whether an obligation to pay on a quantum meruit basis depended upon an inference of fact from the conduct of the parties was negatived, and such inference was stated to be one that the law imposed on the person accepting the services. In the course of the judgment, Crowder J. said: “All the work done here was done under the special contract.” But the court held that, notwithstanding that the work was so done and accepted, there was a matter of law an implied contract to pay a reasonable price therefor. The decisions in Clarke v. Cuckfield Union,5 Lawford v. Billericay Rural District Council,6 and Nicholson v. Guardians of the Bradfield Union7 are also authorities to the effect that the implied obligation to pay is an obligation imposed by law, and not an inference of fact, arising from the performance and acceptance of services.
I accordingly think that the appellant is not precluded from claiming on a quantum meruit basis since the respondents had the benefit of his services. There is no rule of law precluding recovery on a quantum meruit basis where a person does work for another thinking he is doing it under an express contract but is mistaken in so thinking. If the services are in fact rendered and accepted he is entitled to be paid for them.
The next question which I have to discuss is the extent of the services rendered by the appellant to the respondents. The appellant’s statement of claim did not give sufficient particulars of the extent of the services he had rendered. It merely stated that the request was made “some time in 1958” and that the services he rendered covered a period of two years. Neither is his evidence helpful on this issue. I have already stated earlier in my judgment that the company did not deny that the appellant rendered valuable services at its request. The company’s director, Mr. Muktar Fara, the sole witness for the respondents fixed the period within which the services were rendered as “from the end of 1958 till the end of 1960.” Since this evidence is an admission against the interest of the company, I accept it as the period during which the services were rendered and the appellant is therefore entitled to recover from the respondents
reasonable remuneration from December 1958 to December 1960.
In order to ascertain what amount the appellant should recover as reasonable remuneration, the salary paid by the respondents to Mr. Merri, the Lebanese who took over from the appellant and was charged with the responsibility of discharging the duties previously assigned to the appellant should serve as a guide. The evidence given by Mr. Salim Nakib, manager of the respondent company, shows among other things, the amount paid to the appellant’s successor as salary. His evidence contained the following passage material to this appeal:
“I joined the company in February 1961 at the time Mr. Bichara Merri was in charge of the branch in Kumasi. He was in charge of the Kumasi branch until it closed down in 1963. As storekeeper and manager, Mr. Bichara Merri was paid £G100 per month. He was not paid any commission or allowance. The company paid Mr. Bichara Merri by cash. The agreement between the company and Mr. Bichara Merri was oral.”
A financial statement from the respondent company produced by this witness which showed the yearly income of the respondent company’s officials, including Mr. Merri, from July 1962 to March 1963, corroborates the evidence of the witness that Mr. Merri received a yearly salary of £G1,200; that is to say £G100 a month. I think the appellant must enjoy the same privileges as Mr. Merri who stepped into his shoes as manager. He must receive £G100 a month from December 1958 to December 1960 and not more.
In the result I would allow the appeal. The judgment of the High Court, Kumasi, is set aside including any order as to costs and in lieu thereof there will be judgment for the appellant in the sum of £G2,400. The appellant will have his costs in the court below to be taxed and his costs in this court fixed at £G68 14s.
DECISION
Appeal allowed.
T. G. K
