(1988)1988February 8 (A.L01Z0U, SAWIDES,KOURRIS.JJ.) N.M. MICHAELIDES, Appellant-Defendant, v. MICHAELJAMESHICKMAN, Respondent-Plaintiff. (CivilAppealNo. 7031). Companies—A registeredcompanyhasa legal entitydistinctfromIts members. The sole question argued in this appeal is whether, in the circumstances,the respondent (plaintiff) oughttohavebroughtthe action against a limited company formed by the appellant 5 (defendant) some time after the contract of employment and the contract for commission, which were the basis of the action, had been made between the parties. The trial Court found that the respondent was never informed of the formation of the Company andconsequently neveraccepted tobeemployedbyitandthatno 10 newcontractwasentered intobetween thesaidCompanyandthe respondentreplacingtheoldonebetweentheparties. Held, dismissing the appeal: There is no reason whatsoever to interferewiththefindingsoffactsandtheconclusionsdrawnthereon bythetrialjudge. Appealdismissedwithcosts. Appeal. Appeal bydefendant againstthejudgment of the District Court of Nicosia (Kallis, D. J.) dated the 29th June, 1985(Action No. 3847/83)wherebyhewasadjudged topaytotheplaintiff thesum 20 of £585 due as salaries for services rendered as a lecturer or teacher of the Englishlanguage attheschool of the defendant. A.Eftychiou, forthe appellant I.Avraamides, for the respondent. 98 15 1C.L.B. 5 MlchaeUdesv.Hickman A. LOIZOUJ. gave the following judgment of the Court. By virtue of a written agreement entered intobetween the appellant andtherespondent,thelatterwas engaged as alecturerorteacher of the English Language attheschool of the appellant, known as College of Arts andSciences, for ayear as from the1st September 1981 atasalary of £230 permonth. Furthermore atabouttheend of 1979 theappellant orally agreed topay totherespondent 10% commission on the school fees collected by him from students whose registration was effected through the efforts of the latter. 10 The respondent rendered the agreed services to the.appellant from the 1st September 1981, to the 30th June 1982 and was prepared and willing, if called upon by the appellant, to offer his services during the remaining two months. The respondent was paid his salaries until and including the end of April 1982, but he 15 was not, as claimed, paid his salaries infull for the monthsof May and June, having been paid a total of £400 instead of £460. This amount of £60 was however, found by the learned trialJudge as notdueandpayable totherespondentasareceipthadbeen given •by him for the full amount and there was no room in the 20 circumstances of thiscase as he concluded,for admitting extrinsic evidence to disprove the contents of the receipt signed by the respondent. Furthermorehe was notpaid any amount in respect of the months-of July, August 1982. There was also due to the respondent an amount of £125 commission in respect of the 25 enrolment of a Lebanese student, for a period of two years for which the appellant was paid £1250 as fees. The appellant failed topay theamountsduetotherespondentandhewas adjudged to pay £585 with costs to be assessed by the Registrar, all previous orders as tocosts tostand. 30 Thesole issuefor determinationinthisappeal,asargued before us,iswhethertherespondentasplaintiff intheactionoughtto have sued a registered company limited by shares, formed by the appellant as from December 1981 under the name «Ν. M. Michaelides Advanced Studies Limited», which took over the 35 school inquestion ofwhich theappellantwas itsGeneralManager as well as Vice Chancellor and Executive Principal of the school and notto have sued the appellant in his personal capacity. The learned trial Judge after analyzing in detail the evidence, concluded that the respondent was never informed of the 40 formation of the Company and consequently never acceptedto- 99 A.LoizoaJ. MlchaeOde*v.Hickman
(1988)be employed by it and that no new contract was entered into between thesaidCompanyandtherespondentreplacingtheold one between the partiessothat the employer ofthe respondent wouldbe,asfrom itsformation, orsometimethereafter, thesaid Companywhichwasadmittedlyformedtotakeovertheschoolin 5 question. AregisteredCompanyisalegalentitydistinctfromitsmembers. Assuch itenjoys rightsand issubject todutieswhicharenotthe same as those enjoyed or borne by its members; it has as itis frequently puta legalpersonalityofitsown.Admittedlythereare 10 exceptionstothisgeneral rule,and theveilof incorporation isin circumstances lifted but ithasneitherbeen claimednorarethere such circumstancesthathaveanybearingontheissuebeforeus. Moreover there has not been established any agreement to substituteanewcontractfortheoldone. *** Onthe totalityof circumstancestherefore asabovesetoutwe find no reason whatsoever tointerfere with the findings of facts andtheconclusionsdrawnbythelearnedtrialJudge,andthathis approachtothelegalaspectofthecasewascorrect. Intheresulttheappealisdismissedwithcosts. 20 Appealdismissedwithcosts. 100