Court case[1936] 2 KB 403

The plaintiff was appointed managing director of the company under a written agreement fixing his remuneration. The company's articles required every director to hold qualification shares within two months; neither the plaintiff nor the directors who appointed him held them. The agreement was therefore void. The plaintiff nevertheless worked as managing director and the company accepted his services, and he sued for payment.

The Court of Appeal held that he was entitled to reasonable remuneration on a quantum meruit. The claim did not rest on any contract, express or implied, since the parties had in fact purported to make an express contract that failed; it rested on an obligation imposed by law, because the company had taken the benefit of services that were plainly not intended to be gratuitous.