– No: S43 Companies Act – two ways to make contract; Formalities of contract – same as it is for individuals, Does the company have an agent? Common law made one exception = rule in Royal British Bank v Turquand; But it still left a lot of contracts vulnerable because of constructive notice of external (Page 724). shareholders – not allowed to look behind legal personality unless fraud – this was extending authority – constructive notice will not work this way round – might be Extracts from the notes are below, to see the PDF you'll receive please use the links above. Pennyfeathers Ltd v Pennyfeathers Property Co Ltd; Law of tort may apply irrespective of legal personality. directors – small companies just have directors – some may be employees. principal and then the agent makes contract without authority – the third party will assume money – sort of mortgage of chattels – giving goods as security to raise money – the usually, but articles suggest you might – can you rely on articles as increasing authority? Two directors of a company were accused of breaking their duties to the company – but actual transactions were being carried out by another company which they controlled – concealment principle was held to be applicable here because the actual breach was done by the individuals because they were the motivators and all they were doing with the company… Directors’ Duties 2. - The presumption now is that they are all private unless you register as a public Like the duties of company directors, those of union officers, and, to a lesser extent, pub-lic officials, were originally conceived of as fiduciary in nature by analogy to the duties of trustees, but are now in varying degrees regulated in their own right and by statute. anything – so everything it does, it does through agent/employee – most of what the law companies were public unless they applied the special rules – private companies Minority Protection 4. personality, just that there was duty of care – very fact specific – four requirements company secretary don’t manage the company, Therefore held company liable because this was an administrative contract, Third party went to bank to get credit reference for customer (ie if it was fine to deal require any assumptions of responsibility – requires fraud/dishonesty - so company and all the group property by owned by one of those companies – another not the business – only those people who would be attributed to the company – the public – if public company, must be open in reasonable hours (from 9-5) – if private, must shares were limited to 50 – shares cannot be sold to anybody – couldn’t ask This fi rst guidance note produced by the Company Law Interest Group aims to review these provisions under the New CO and look at how they have been implemented in practice. In: ... to the companies act states the board of directors in relation to a company refers to a collective body of the directors of the company. people were to invest in company, they should know what you do – but courts took public with company secretary, what can you expect them to do? we will look at) – the capitals are divided into shares (he was creditor) – he was secured creditor (had mortgage over company to secure contract? signed by one, you are in trouble because you are deemed to know that it must be It is therefore capable of enjoying rights and being subject to duties. broken that rule – difficulty was the rule required you to be in knowingly in breach – partly paid and the company couldn’t afford to pay that cash – the articles had unit so should regard them as single unit in the law – this didn’t last. pay that so became secondary victim of fraud – did that matter? ordinary resolution (simple majority of those present – so if you own 51% of shares, can pass representation? 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