(specially concurring).
I concur in the result achieved in the able opinion of Judge BROWN and in most of its language. I would, however, base the reversal chiefly upon the fact, so clearly reflected in the record, that the Employer is the real party in interest and that the Court below can dispose of the issues of the case with the parties before it. Cf. Rules 17 and 19, F.R.C.P., 28 U.S.C.A. and Shields v. Barrow, 17 How. 129, 15 L.Ed. 158.
Both the Trustee and the Retirement Committee are mere agents of appellee, subject to its will and therefore bound to do its bidding. Such an agent is not an indispensable party to a suit against the principal, 19 C.J.S., Corporations, § 1304, p. 988, and it is the duty of the Court below to “strain hard” to grant appellant all the relief possible in the present action. Bourdieu v. Pacific Western Oil Co., 299 U.S. 65, 57 S.Ct. 51, 81 L.Ed. 42.
Moreover, no action by the Committee, involving any discretion, is necessary in connection with the question whether appellant is entitled to receive the reserve liability “attributable to him” under the trust indenture. That instrument provides : “If by reason of disability * * a participant shall cease to be employed by the company, the committee shall certify that fact to the trustee, and such disabled participant shall be entitled to receive from the trustee to [an] amount equal to the reserve liability then attributable to him.”
The fact of Ball’s discharge and the reasons therefor are determinable between appellant and appellee. The entire matter was handled between them. This issue will be resolved entirely by evidence relating to transactions between Ball and the Employer. If either the Retirement Committee or the Trustee has any duty to perform growing out of that relationship, it is purely ministerial and their connection with the controversy is a formal one and their presence is not indispensable to doing justice as between the parties already before the Court. Cf. Division 525, Order of Railway Conductors of America v. Gorman, 8 Cir., 1943, 133 F.2d 273.
As the opinion of Judge BROWN so well demonstrates, the arrangements by which these funds were accumulated *176were a part of the compensation to which Ball was entitled. The facts with respect to those arrangements and his entire relationship with his Employer were and are known only to the participants. One of the main facts to be determined is the circumstances under which Ball’s employment was terminated.
At the time of the termination the Employer wrote Ball: “* * * due to the state of your health, we are forced to give you this written notice of our conclusion to terminate your contract of employment effective August 31, 1953.” Later the Employer sought to assign unsatisfactory services as the basis for the termination.1 It may be that the Court trying the facts will conclude the Employer could not legally change front after the formal act of termination. Cf. Godchaux Sugars, Inc., v. Meridian Wholesale Co., 5 Cir., 1923, 289 F. 359, 365, and Ohio and Mississippi Valley Railroad Co. v. McCarthy, 96 U.S. 258, 24 L.Ed. 693. The trial Court will find no difficulty in ascertaining the true facts with the parties now before it, who alone- participated in the transactions upon which the issues will depend. The real parties in interest are before the Court and it is the duty of a court of equity to look through the form of the transaction to its substance and to grant full relief as between the parties before it.2 I concur in reversing the judgment of the Court below and in remanding the case for decision upon its merits.
. See, e. g., letter of October 28, 1953 to Ball concluding: “This action was taken for the reasons as the record will show the results of the conduct of affairs for the company in the division made neeessary a change in the division management. It is the conclusion of the company that you are not entitled to participate in the retirement plan.”
. Estes v. Shell Oil Co., 5 Cir., 234 F.2d 847; Mackintosh v. Marks’ Estate, 5 Cir., 1955, 225 F.2d 211; Hudson v. Newell, 5 Cir., 1949, 172 F.2d 848; Seeley v. Cornell, 5 Cir., 1934, 74 F.2d 353; Waterman v. Canal-Louisiana Bank & Trust Co., 215 U.S. 33, 30 S.Ct. 10, 54 L.Ed. 80; Payne v. Hook, 7 Wall. 425, 19 L.Ed. 260.