Corbette v. National Commercial Bank of Dominica, Court of Appeal - Privy Council, July 14, 2009, [2009] UKPC 32

Resolution Date:July 14, 2009
Issuing Organization:Privy Council
Actores:Corbette v. National Commercial Bank of Dominica
 
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10[2009] UKPC 32Corbette v. National Commercial Bank of Dominica (The Commonwealth of Dominica) [2009] UKPC 32 (14 July 2009)Privy Council Appeal No 41 of 2008Julius Corbette Appellantv.National Commercial Bank of Dominica RespondentFROMTHE COURT OF APPEAL OFTHE COMMONWEALTH OF DOMINICA- - - - - - - - - - - - - - - - -JUDGMENT OF THE LORDS OF THE JUDICIALCOMMITTEE OF THE PRIVY COUNCILDelivered the 14th July 2009- - - - - - - - - - - - - - - - -Present at the hearing:- Lord Phillips of Worth Matravers Lord Rodger of Earlsferry Baroness Hale of Richmond Lord Brown of Eaton-under-Heywood Sir Jonathan Parker - - - - - - - - - - - - - - - -[Delivered by Lord Rodger of Earlsferry]In 1998, in exercise of his power under section 9(1) of the National Commercial Bank of Dominica Act the Minister responsible for Finance (``the Minister'') appointed the appellant, Mr Julius Corbette, to be the General Manager of the Bank. It is common ground that the statutory power of appointment carries with it, by implication, the power to terminate the appointment.Section 5(2)(c) provides for the General Manager to be ex officio one of the 8 members of the Board of Directors (``the Directors''). He is the chief executive officer of the Bank and, subject to the general policy decisions of the Directors, is responsible for the management, administration, direction and control of the business of the Bank. He has authority inter alia to perform all matters which are not specifically reserved to be done by the Directors, but he is answerable to the Directors for his acts and decisions.In July 1998 Mr Corbette entered into a contract of employment with the Bank as General Manager for 5 years from 1 July 1998. In terms of the contract he expressly undertook that he would ``act in administrative and managerial matters according to the instructions and directions given to him by the Bank through its Board.''In February 2000 a new government was elected and, following the election, 5 of the Directors, including the chairman, offered their resignations and were replaced by people chosen by the new Minister. Mr Milton Lawrence was appointed as the new chairman.Without going into matters in any detail, it is fair to say that relations between the new chairman and Mr Corbette were not easy. Criticisms were made of some aspects of Mr Corbette's work as General Manager. Eventually, on 4 April 2001 an unofficial meeting of the Directors was convened in Mr Corbette's absence. The directors who were present agreed that Mr Corbette's employment could not be allowed to continue and they decided that he should be asked to resign.This decision was communicated to Mr Corbette at a meeting of the Directors on 6 April 2001. He was invited to consider resigning. Later that day the Minister contacted him and told him that, in view of his lack of support among the Directors, the best option would be for him to resign. Having considered the position, Mr Corbette decided not to resign.On 18 April Mr Lawrence circulated a memorandum to the Directors, giving alleged reasons why Mr Corbette's employment should be terminated. That same day the Directors met and, with Mr Corbette abstaining, agreed to recommend to the Minister that Mr Corbette's contract of employment should be terminated.On the same day, on behalf of the Directors, the chairman wrote to the Minister setting out a list of alleged failings on Mr Corbette's part which were said to show that he had neglected or refused to perform his duties as General Manager and had neglected or refused to comply with instructions or directions from the Directors. The Directors recommended that the Minister should, accordingly, terminate his employment forthwith in exercise of the power of dismissal in clause 5 of Mr Corbette's contract of employment which provided:``DISMISSALIf the Person Engaged shall at anytime after the signing hereof neglect or refuse or from any cause other than ill-health not caused by his own conduct as provided in Clause 4 become unable to perform any of his duties or to comply with any instruction or direction, or shall disclose any information respecting matters of the Bank to any unauthorized person or shall be guilty of serious misconduct, the Bank may terminate his engagement...

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