32 THE LAW AFFECTING ENGINEEES 



did not enter, was held not to be conclusive evidence either of 

 accord or satisfaction or of a substituted contract (Driscoll v. 

 Australian Mail Co., 1860, 1 F. & F. 458). As to certificates 

 of competency of marine engineers, see the Merchant Shipping 

 Act, 1894, s. 96. 



25. Agreement with a company to be formed. The terms 

 of an agreement with a manager as recited in the memorandum 

 and articles of a company are not necessarily binding as 

 between the manager and the company. The articles may 

 only constitute an agreement between the shareholders and the 

 company. For instance, in a case where a man was to be the 

 managing director of a company when formed, it was agreed 

 between him and a trustee for the company that he should 

 have a salary of "800 per annum." The articles provided 

 that this salary should be "pay able quarterly"; and the 

 company, after its formation, expressly ratified the "former 

 agreement." The managing director, on being summarily 

 dismissed for misconduct, claimed the salary due for the 

 quarter which had accrued due previous to his dismissal. It 

 was held, however, that the salary was payable annually and 

 that the whole was forfeited (Boston Deep Sea Fishing Co. v. 

 Ansett, 1888, 39 Ch. D. 339). 



26. Employment of an engineer in relation to a contract for 

 works. Although hardly germane to the subject-matter of 

 this chapter, it may be well to draw attention to certain points 

 relating to the employment of an engineer in connection with 

 a contract. Where an engineer is employed in connection 

 with a contract for works some reference is made to the 

 fact in the body of the agreement between the employer and 

 the contractor. For instance, the form of model general con- 

 ditions approved by the Institute of Electrical Engineers 

 provides that " The engineer shall mean Mr. A. B., or other 

 the engineer for the time being, or from time to time duly 

 authorised and appointed in writing by the purchasers to 

 superintend the construction and erection of the work or 

 works the subject of the contract." (See Form II., A, cl. 1, 

 post.) In Kellett v. Mayor of Stockport, 1906, 70 J. P. 154, it 

 was held that the duly appointed successor to the engineer 

 named in the contract had jurisdiction to determine the price 

 to be paid for work which was begun before his appointment. 



