The appellants worked as Sales Agents for BTC under an annual contract; the terms of which rarely changed from year to year. In 2002 BTC notified the appellants that it was their intention to hire, in the upcoming year, an additional complement of Sales Agents. The appellants allege that there was an agreement contested by the respondent to surrender 17% of their existing advertising accounts to the new agents. The new agents purportedly complained of this arrangement. By way of memorandum all agents were subsequently advised that the advertisement revenue would split 55% to returning agents, 45% to new agents. New contracts of employment indicating the 55/45 split were issued by the respondent in May 2003 and subsequently signed by the appellants. Post the signing of the contract the appellants filed a Writ of Summons in the Supreme Court alleging that the 55/45 split and corresponding re-assignment of accounts was a breach of contract.
per Isaacs, JA There is no gainsaying that the respondent was the owner of the contracts; or that it could assign same to the Sales Agents as it deemed fit for the maximum revenue potential for the company. However, by the latter two sentences of clause 15 of the contract, the respondent was limited in the manner of the assignment. First, the amount of accounts assigned was dependent on two factors, namely, a Sales Agent’s ability as shown through his past performance and his expected performance. Second, the respondent could reassign accounts only in the final months of the canvass period. In both scenarios, the overriding concern of the respondent was the maximizing of revenue potential. The question arises, therefore, were the two preconditions existing at the time the respondent purported to re-assign the accounts? The short answer is no.
Baycourt Chambers represented BTC in the matter before the Court of Appeal.
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