Many years ago, Contractor Fred signed a general works contract with John Smith, owner and sole director of Small Company Ltd. The contact was agreed directly between Fred and John (as opposed to being 'on behalf of' Small Company Ltd).
5 years later, Small Company Ltd sold a minority shareholding (say 25%) to Tom Jones, who came on board as a second director.
1 year later, John Smith resigned as a director but still has the majority shareholding of 75%.
Tom Jones and Fred Smith are now in a dispute and Contractor Fred is being given conflicting instructions.
Based on the factors below, do either Tom or John clearly have greater authority in matters pertaining to Contractor Fred?
- The Directorship of Tom (vs the non-director John)
- The majority shareholding of Fred (vs the minority shareholding of Tom)
- The contract signed with John directly (as opposed to with the Small Company Ltd)
I have looked at this question, which indicates that the contract details should be followed. However the contract above was a general works contract of X hours per week, not specifiying the exact work to be done.
Fred has always been paid from the Ltd Company account, which is managed day to day by John Smith