(1.) THE office of managing agents of a company is, distinguishable from the question of remuneration. Both are assignable : Section 87B of the Indian Companies Act, 1913. THE defendant was a trustee for his brothers both for earning commission as also for management. You cannot divorce management from earning of commission.
(2.) I ask for specific performance of the agreement dated September 18, 1940, (exhibit N). It is an agreement to assign or transfer managing agency of the defendant to himself and his two brothers for a good consideration. The plaintiffs are large shareholders and can protect their interest by jointly managing with the defendants, and this is not measurable in terms of money. The plaintiffs seek specific performance in order to protect and perfect the right which they already had and which they have been enjoying. See Lindley on Partnership, 10th edn., p. 439. The contract to assign the office of management is not a contract of personal service or a contract to enter into a partnership. This is not a case of completed assignment but only an agreement to assign of which specific performance is sought.
(3.) M.C. Setalvad. The present is not a case of completed assignment. The agreement exhibit N is merely executory. There is no plea on the basis of completed assignment. There is no part performance of such assignment.