Robert Charles v Ocean Terrace Inn Ltd

• Jurisdiction: Saint Kitts and Nevis
• Judge: Gill, J
• Judgment Date: 23 July 2024
• Judgment citation (vLex): [2024] ECSC J0723-6
• Docket Number: SKBHCV2020/0016
• Court: High Court (Saint Kitts and Nevis)

Between:

Robert Charles

Claimant

and

Ocean Terrace Inn Limited

Defendant

SKBHCV2020/0016

THE EASTERN CARIBBEAN SUPREME COURT

IN THE HIGH COURT OF JUSTICE

Appearances:

Mr. Azard Gumbs for the Claimant

Mr. Damian Kelsick KC with him Ms. Hadya Dolphin for the Defendant

Gill, J

1 The claimant Robert Charles (“Mr. Charles”) was employed by the defendant Ocean Terrace Inn Limited (“OTI”) in March 2015 as a Security and Asset Protection Supervisor. OTI is a company incorporated under the Laws of Saint Christopher and Nevis, which carried on a hotel, restaurant and conference business.

2 After a probationary period, by letter dated 31 ^st August 2018 (“the promotion letter”), Mr. Charles was promoted to the position of Security and Asset Protection Manager with effect from 1 ^st August 2018 with full responsibility for operating the Security Department at OTI. A document titled “Job Description” was attached to the promotion letter. It contained the terms and conditions of Mr. Charles' employment as Security and Asset Protection Manager. The document directed Mr. Charles to sign if he accepted the offer. Mr. Charles signed accepting the offer to take up the position of Security and Asset Protection Manager. The promotion letter and “Job Description” constituted the contract of employment between Mr. Charles and OTI.

3 The promotion letter indicated that Mr. Charles' monthly salary was increased from EC$3,400.00 to EC$8,000.00. In breach of the employment contract, OTI continued to pay Mr. Charles his previous salary of $3,400.00 instead of his more than doubled salary of $8,000.00.

4 Further, the promotion letter stipulated the period of the contract “as of August 01 ^st 2018 to August 01 ^st 2038.”

5 Clause 12 of the “Job Description” (“Clause 12”) gave OTI the right to terminate the contract before the end of this period “but must give Mr. Robert Charles one (1) month notice and to pay him for the entire time remaining on his contract.” The contract also gave Mr. Charles the right to bring it to an end by one month's notice.

6 By letter dated 26 ^th March 2019, Mr. Charles' employment with OTI was terminated with immediate effect, citing dereliction of duties and gross misconduct.

7 Correspondence between counsel for the parties did not produce a settlement.

The claim

8 On 31 ^st January 2020, Mr. Charles filed a claim form and statement of claim seeking the following relief:

• 1) Damages for breach of contract in the sum of $1,740,979.50

• 2) Alternatively, damages for wrongful dismissal in the sum of $1,740,979.50

• 3) Holiday pay due and owing

• 4) Interest thereon at a rate of 6% per annum from 26 ^th March 2019 until date of judgment

• 5) Post-judgment interest at a rate of 5%

• 6) Costs

• 7) Such further or other relief as this court deems just in the circumstances.

9 Mr. Charles alleges that OTI breached the contract of employment by not paying his full salary, and not giving him one month's notice before terminating his employment. He is claiming damages for the short payment of his salary from August 2018 to March 2019, and the amount he alleges should have been paid to him for the time remaining on his contract which he contends would have been April 2019 to August 2038, less statutory deductions on all sums.

The defence

10 OTI disputes the claim, alleging that Mr. Charles was not wrongfully dismissed, nor did it breach the contract of employment between the parties. It asserts that Mr. Charles is not entitled to one month's notice or to be paid for any time period after 26 ^th March 2019 because he was terminated for cause. OTI states that the “Job Description” did not contain all the terms and conditions of Mr. Charles' employment. It relies on a letter dated 24 ^th September 2015 from OTI to Mr. Charles (signed by Mr. Charles) which letter contained a termination clause stating, among other things, that “[OTI] may terminate this agreement with cause without notice.”

11 Further, OTI denies that it breached the terms of the employment contract and states that Mr. Charles' entire claim is misconceived because on a plain and proper interpretation of Clause 12, the “entire time remaining on this contract” could only mean the one-month period after notice of termination is provided by OTI to Mr. Charles.

12 OTI admits there was shortfall in pay owing to Mr. Charles after the increase in his salary effective August 2018 to March 2019.

The reply to defence

13 Mr. Charles denies that he was terminated for dereliction of duties and gross misconduct and puts OTI to strict proof of same. He shoots back at OTI that the letter dated 24 ^th September 2015 pertains to a previous contract between the parties which came to an end.

14 He avers that the promotion letter and the document titled “Job Description” both contained terms of the contract of employment upon which this claim is based, and were the only terms upon which his contract was based, and were the terms OTI breached.

15 Mr. Charles denies that the phrase “entire time remaining on this contract” refers to the one-month period after notice of termination. He states that the phrase is unambiguous and that the promotion letter explicitly states that he was to work “as of August 01 ^st 2018 to August 01 ^st 2038”. He contends that the specified period stipulates the duration of the contract, and defines and concludes precisely the entire time of the contract.

16 At trial, the parties presented one witness each – Mr. Charles, and Mrs. Gloria Esdaille-Robinson whose duties include being the Chief Human Resource Officer for OTI.

Issues

17 The court must determine:

• 1) The proper interpretation of Clause 12;

• 2) Whether Mr. Charles has the benefit of Clause 12 on the basis that he was wrongfully dismissed;

• 3) If yes, the quantum of damages to be awarded to Mr. Charles;

• 4) The quantum to which Mr. Charles is entitled for the period he was not paid his full salary on promotion.

The interpretation of Clause 12

18 Clause 12 reads:

Ocean Terrace Inn has the right to terminate this contract before the time period ends but must give Mr. Robert Charles one (1) month notice and pay him for the entire time remaining on this contract.

19 The last paragraph of the promotion letter signed by OTI's General Manager reads:

“I am pleased on behalf of Ocean Terrace Inn, to increase your earning from $3,400.00 to $8,000.00 per month. I'm also pleased to have you work on a contract as of August 01st 2018 to August 01st 2038…”

Claimant's submissions on Clause 12

20 The contract, being stated to last for a set period of time, was a fixed term contract, terminable by expiry at the end of the relevant period.1 In Ian Charles v The Board of Governors of The H. Lavity Stoutt Community College, 2 the court provided the following definition:

“A fixed-term contract is a contract of employment for a specified period of time, i.e. with a defined end: Wiltshire County Council v National Association of Teachers in Further and Higher Education and Guy.3 As a general rule, such a contract cannot be terminated before its expiry date except for gross misconduct or by mutual agreement. However, a contract can still be for a fixed term if it contains within it a provision enabling either side to terminate it on giving notice before the term expires: Dixon and another v British Broadcasting Corporation.4

21 At paragraph 21 of the judgment, the court continued:

“In order to qualify as a fixed-term contract, the date of termination must either be stated or must be ascertainable from the context or the other terms of the contract: Wiltshire County Council v NATFHE [supra] but a genuinely fixed-term contract does not lose that character if it contains a clause allowing termination by notice, before the expiry of the fixed term.”

22 Mr. Charles therefore asserts that the fixed term contract contained a termination clause and the use of that termination clause placed the obligation on OTI to give him one month's notice and to pay him for the entire time remaining on the contract. He contends that he is not only entitled to one month's notice pursuant to Clause 12 but also payment for the entire time remaining on the contract, that is, the unexpired period, March 27, 2018 to 1 ^st August 2038.

23 Mr. Charles submits that where the language in a contract is unambiguous, the court must apply it. It is not for the court to re-write the parties' bargain. Mr. Charles accepts that where a term of a contract is open to more than one

interpretation that it will be generally appropriate for the court to adopt the interpretation which is most consistent with business common sense. 5

24 Mr. Charles contends that the court has no power to improve upon the instrument which it is called upon to construe, whether it be a contract, a statute or articles of association. It cannot introduce terms to make it fairer or more reasonable. The court is only concerned to discover what the instrument means; not to seek to rescue a party to a contract from the consequences of its unfair bargain.6

25 Further, Mr. Charles submits that a court is only justified in departing from the plain meaning of words if it leads to an absurdity, that is, where the court is satisfied that a mistake has been made and is satisfied as to what has to be done to correct it.7

26 Mr. Charles posits that Clause 12 was clearly expressed, that the terms of the contract were quite explicit. He argues that the word “terminate” in Clause 12 placed an obligation on OTI to compensate him for the termination of his employment contract. He submits that failure to compensate him as outlined in Clause 12 is considered a breach of contract and he is entitled to damages.

27 Mr. Charles contends that the phrase “entire time remaining on this contract” is unambiguous and that the promotion letter signed by OTI's General Manager at the material time...