Somerville and Company Limited v. Employees Trust Fund and Public Enterprises Reform Commission – SC CHC APPEAL 20/2003-2017

In the case between Somerville & Company Limited (Plaintiff) and the Employees Trust Fund (Defendant), the court addressed the issue of whether the Employees Trust Fund’s failure to appoint Somerville & Company Limited as managing agent, as required under the pre-incorporation management agreement (P4a) concerning Mathurata Plantations, amounted to a breach of contract. It was held that there had been a breach of contract when management of the plantation was assigned to another party in contravention of the agreement, and that damages were properly awarded to Somerville & Company Limited. The principle reaffirmed was that a pre-incorporation agreement that is subsequently ratified or acted upon by the incorporated party is enforceable, and wrongful disregard of its terms gives rise to lia