Conrracl-Employml'lll-lnterpretation-Recm·ery ol a security deposit Oil ter-
mination of employmcni=-Recovery of deposit: 11O! required by written con-
tract

Under a written agreement the respondent was appointed by the ap-
plicants as their salesman and collector. A clause of the document pro-
vided for payment by the respondent of a security deposit of £E.I0 to
guarantee his due observance of the agreement. which he paid. The de-
posit was to be retainable by the appellants for three years. The respond-
ent allowed a certain proportion of his earnings to accumulate in the hands
of the appellants and received a receipt stating that the sums were received
"under the terms of the contract." On termination of his employment, the
respondent claimed from (he appellants both the deposit and the accumulated
earnings.

Held: (i) The sum in excess of £ E.! 0 does not form part of the de-
posit and is therefore recoverable.

(ii) The security deposit cannot be recovered immediately since ir-
regularities may only be discovered long after the termination of the em-
ployment.

(iii) Immediate payment would be possible if the respondent obtained
a complete discharge by the company. Taking-over documents by the in-
coming collector are insufficient.

Revision

Advocates: Labib Sorial ... for the applicants; Y. Nigm ... for the
respondent,

April 25, 1935. Gorman, Acting c.J.: The respondent entered
into the employment of the applicants under a written agreement

•. Court: Gorman, Acting C.J., M. A. B.· Harrison J.

whereby he was appointed their salesman and collector at Port Sudan.
Clause 10 of the document provides for the payment of a sum of
money to the applicants by way of security for the due observance by
the respondent of the clauses of the agreement and of his loyal service.
In the printed form the sum payable is left blank, but in the actual
agreement the blank was filled in with the figure of £E.I0. The
remainder of clause 10 makes certain provisions as to receipts to be
given, and interest to be earned by "le cautionnement," and it
further provides that it shall be retain able by the applicants for 3
years. There is only one way in which the clause can be read and
that is that the whole clause refers to the figure to be filled in the blank,
i.e., £E.I0. The contract specifically provides that no verbal agreement
shall override its terms and the applicants pleaded that the clause was
unambiguous and that no evidence should be admitted to vary it.

On the signing of the agreement the respondent paid the £ E.l 0
in cash. Thereafter he paid a certain proportion of his earnings to the
applicants, or else allowed them to accumulate in the applicants' hands
and received a receipt therefrom on a printed form which said that
they were received "under the terms of the contract." The employ-
ment having been terminated the respondent claimed from the appli-
cants the whole sum in their hands belonging to him, and the judge
gave him judgement accordingly. The applicants have applied for re-
vision of the whole of that order.

As regards the sum in excess of £E.I0 applicants claim that it
forms part of the deposit. I cannot agree. As they themselves have
stipulated and pleaded, no extrinsic evidence to vary clause lOis per-
missible and it is clear and specific, and the mere fact that receipts
were given for the late sums paid, which were on printed form which
recited they had been paid "under the terms of the written contract",
cannot make them deposits under the contract, though it may entitle
the respondent to interest at the contract rate thereon. They are and
remain voluntary deposits or loans.

But on the other hand I cannot see how the respondent can re-
cover the £E.I0. Admittedly this money is a mere guarantee, and
admittedly the period of retention is the same as the period stipulated
for in clause 8 during which the respondent is under restraint as to
trading-a clause which I agree with the learned judge is probably
void-but the money is a guarantee for loyal service, and irregular-
ities may not be discovered until long after the employee has left the
service. In the circumstances I think that immediate payme,nt under