Re Liverpool Household Stores Assn. Has data issue: false 3 The leading modern case is Re City Equitable Fire Insce. 23 In practice, a trustee who has acted reasonably may be relieved under statutory provisions, e.g., Trustee Act 1925, s. 61. Cf. 1064, 106667Google Scholar, where he twice refers to the alleged wrong as a transaction, and speaks of the possibility of the transaction being confirmed by the majority, but not of the release of the wrongdoers from personal liability. 752; London Financial Assn. 709Google Scholar. 8 Ch. As Pennington notes at p. 586Google Scholar, this principles does not rest on the separate legal personality limb, since it applied equally to unincorporated common-law companies: Re Norwich Yarn Co., exp. 634Google Scholar; Pavlides v. Jensen [1956] Ch. The decision has been followed by the Privy Council in Burland v. Earle [1902] A.C. 83, 99Google Scholar and is implicit in the advice of the Board in North-West Transportation Co. Ltd v. Beatty (1887) 12 App. 212. page 139 note 98 See Re Cape Breton Co. (1885) 29 Ch. 393; cf. 573. page 143 note 20 This includes disclosing the otherwise impermissible nature of the action for which the approval is sought: Winthrop Investments Ltd v. Winns Ltd [1975] 2 N.S.W.L.R. ; at pp. 70, Table A, Companies (Tables A-F) Regulations 1985). 254; Bamford v. Bamford [1970] 1 Ch. Has data issue: false 27 Charitable Corpn. 253. But in another sense he is not honest. 150, 163. DuBois, , The English Business Company after the Bubble Act (New York, 1938), p. 266, n. 104, p. 274Google Scholar, n. 163; Benson v. Heathorn (1842) 1 Y. page 127 note 30 Limitation of Actions in Equity, pp. p. 33, and 2nd ed., pp. 87 Parker v. McKenna (1874) L.R. 135. View all Google Scholar citations Pawling (1954) 71 R.P.C. It may be possible to adopt the contract or negotiate a replacement contract on the same terms but this will probably be a matter for mutual agreement (given that the facts are silent as to the exact terms of the original agreement) and not something on which Tidy plc could insist. 13 See note 4, supra, and also Foss v. Harbottle (1843) 2 Hare 461; Aberdeen Ry. Hutton v. West Cork Ry. Render date: 2023-04-30T21:04:20.145Z To allow the majority to control the bringing of proceedings in respect of the ultra vires acts of directors would be a radical extension of the rule in Foss v. Harbottle beyond the limits recognised by the authorities: see, e.g., Edwards v. Halliwell [1950] 2 All E.R. 96. 30 This approach is given especial emphasis when relief is sought by summary proceedings in a winding up, under the Companies Act 1948, s. 333, or the equivalent section in earlier Acts: cf. 2) (1858) 25 Beav. Detriment is a prerequisite of actionable promissory estoppel and is to be measured at the moment when the representor proposes to resile from the representation. 589; Dominion Cotton Mills Co. Ltd. v Amyot [1912]Google Scholar A.C. 546; Ving v. Robertson & Wood-cock Ltd. (1912) 56 S.J. 634; Pavlides v. Jensen [1956]Google Scholar Ch. 158. 16, para. 44 Hutton v. West Cork Ry. 400. fiduciary duty to the company - case : Re Cape Breton Co (1885) held that the duty as a promoter may arise even at the time he purchased a property with the intention of selling it to the company in which he is incorporating The role not necessarily ends after the company has been incorporated. cit. 57 Wilson v. London Midland & Scottish Ry. 654, 671. ), noted in (1980) 1 Company Lawyer 38. page 136 note 81 See, e.g., Prudential Assurance Co. Ltd v. Newman Industries Ltd (No. Cf. 467, 482485; Scandinavian Trading Tanker Co. A. See the . Published online by Cambridge University Press: (1858) 25 Beav. ), Ph.D. 753754Google Scholar, who argue in support of a wider principle allowing the gratuitous release of accrued equitable rights generally. 61; Ex p. James (1803) 8 Ves. 27.21.3. page 144 note 25 [1973] 2 All E.R. 48 Land Credit Co. of Ireland v. Lord Fermoy (1870) L.R. Ltd. (1890) 59 L.J.Ch. 10 Ch.App. 384. page 143 note 21 As an alternative, it would seem that the unanimous agreement of all the shareholders having the right to attend and vote at a general meeting given informally will suffice: see Re Duomatic Ltd [1969] 2 Ch. 10 Ch.App. 56 Cf. page 139 note 2 Ibid., at pp. 15 Grimes v. Harrison (1859) 26 Beav. Fontana N.V. v. Mautner (1979) 254 E.G. page 122 note 3 Prudential Assurance Co. Ltd v. Newman Industries Ltd (No. 84. (Lond. Salomon v Salomon & Co Ltd [1897] HL took the view that if the board was not independent, disclosure of all material facts should be made to the original shareholders. 257. page 122 note 4 North-West Transportation Co. Ltd v. Beatty, supra, at pp. 254255. Cf. page 143 note 16 As to its operation in the law of torts, see Clerk, and Lindsell, , Torts (15th ed., 1982), pp. 60 Cf. v. Magnay (No. 100. 226), so that there could be no breach of trust by the corporation in which the director could be involved; and, further, if this view were correct, the proper plaintiffs in Charitable Corpn. page 129 note 51 A director may, for example, have expended on a holiday moneys he had previously set aside to meet his potential liability to the company. If the directors make an undisclosed profit by causing the company to contract with them, or exercise a power of allotment in breach of their fiduciary duties, the powers exercised are within their actual authority and will bind the company, unless the company is able to exercise its right to rescind. 407, where the language is objective. Board of Trade: (Alien immigration) Reports on the volume and effects of recent immigration from eastern Europe into the United Kingdom. the company affirms the contract (Re Cape Breton Co (1885) 29 Ch D 795) the company delays in exercising its right to rescind the contract. 301, 304305: but cf. 18 See, e.g., Chancey v. May (1722) Prec.Ch. [1940]Google Scholar Ch. Gower, op. It is disappointing that Regal (Hastings) Ltd. v. Gulliver was argued only as a claim for profits owed to the company, based in quasi-contract. 15 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. 453 has already been referred to; the remainder all deal with the equitable right to elect between rescinding and affirming a voidable transaction, and not with the defendant's personal liability. 206, 209, per Cotton L.J. 326, 340, per Knight Bruce V.-C.; York and North-Midland Ry. 20 Eq. This is sometimes referred to as novation[9] agreement. 417. 20 Eq. 392, 437; Jacobus Marler Estates Ltd. v. Marler (1916) 85 L.J.P.C. 369: 12 directors, 9 trustees; British Iron Company (1825), in Attwood v. Small (1838) 6 Cl. D. 400. Cavendish Bentick v Fenn (1887) 12 App Cas 652 (HL) ), 1226per Wilberforce, Lord(consent to profit from office)Google Scholar; Winthrop Investments Ltd v. Winns Ltd [1975] 2 N.S.W.L.R. 366 (P.C.) 515. 8 Cf. 752; London Financial Assn. 400 (where the solution adopted was to make the passive directors liable in the second degree to those actively involved); Benson v. Heathorn (1842) 1 Y. 7 H.L. Beattie v. E. & F. Beanie Ltd. [1938] Ch. In terms of the law of equity a promoter owes a fiduciary duty to the company he or she is promoting. 15 Grimes v. Harrison (1859) 26 Beav. 204. page 136 note 84 Such as selling the propertysee Re Cape Breton Co. (1885) 29 Ch.D. 78, Table A, First Schedule, Companies Act 1948. page 144 note 22 See, e.g., the dicta of the House of Lords in Regal (Hastings) Ltd v. Gulliver [1967] 2 A.C. 134n, 155, 157 per Wright, LordGoogle Scholar, and in Boardman v. Phipps [1967] 2 A.C. 46, 109per Hodson, LordGoogle Scholar, 117 per Lord Guest; and also: New Zealand Netherlands Society Oranje Inc. v. Kuys [1973] 2 All E.R. 1471Google Scholar; Salmond, and Williams, , The Law of Contracts (2nd ed., 1945), 496497Google Scholar. ; Re Cape Breton Co. (1885) 29 Ch.D. The company was formedand two of these same partners became directors. This question concerns company law and specifically the law relating to company promoters and pre-incorporation contracts. A modern variant reads: If we pay in peanuts, we must expect to get monkeys The Observer, December 18, 1966Google Scholar. Cavendish Bentick v Fenn (1887) There is an obligation to give 1st offer to principal from the trust therefore there is a time limit (reasonable period) 4 Ch.App. 461. 407Google Scholar, where the language is objective. 730742; and also Wedderburn, , Shareholders' Rights and the Rule in Foss v. Harbottle [1957] C.L.J. 13 Cf. 5 Benson v. Heathorn (1842) 1 Y. 666, 674per Glass, J.A., 681Google Scholarper Samuels J. 73 Section 165 provided a summary procedure by which a liquidator could recover benefits recoverable by the company at law or . 326; Re German Mining Co., ex p. Chippendale (185354) 4 De G.M. P. & O. . Co. Ltd. [1925] Ch. 532Google Scholara rule apparently overlooked in Re Cleadon Trust Ltd. [1939] Ch. cit., p. 493. A company promoter owes fiduciary duties to the company that he is setting up. cit., p. 244; the British Society (1779), DuBois, pp. page 122 note 6 See generally, Halsbury's Laws of England, 4th ed., Vol. If the plaintiff company had relied on Cook v. Deeks (supra), and alleged that the profits belonged in equity to it, it is submitted that the plea would have been unanswerable. Ashburner, , Principles of Equity (2nd ed., 1933), pp. 33 Trevor v. Whitworth (1887) 12 App.Cas. 2) (1858) 25 Beav. 165. 480; Re Railway & General Light Improvement Co., Marzetti's Case (1880) 42 L.T. Gower, op. 1222 (P.C. It seems to me that a man who accepts such a trustee-ship, and does nothing, never asks for explanation, and accepts flimsy explanations, is dishonest: Re Second East Dulwich 745th Starr-Bowkett Building Soc. Assn. 96. 257Google Scholar. page 129 note 55 See, for example, Ajayi v. R. T. Briscoe (Nigeria) Ltd, supra. Co. Ltd. [1925]Google Scholar Ch. 110111, 154;Google ScholarGower, , Modern Company Law, 1st ed. 2006. https://doi.org/10.1017/S0008197300011223, Get access to the full version of this content by using one of the access options below. 253Google Scholar (ultra vires); Zwickcr v. Stanbury [1954] 1 D.L.R. 995. 1 Charitable Corpn. page 146 note 37 Palmer, Vol. Acting in the Best Interests of the CompanyFor whom are the Directors Trustees? 1064. 61 Cf. 870. It was irrelevant that that company could not have afforded to take the shares itself through which the profits were made: a plaintiff can own in equity what it cannot own at law; and evidence of impossibility, like any other evidence tendered to show bona fides, is not admissible (see note 61, supra). v. Kinsela (1984) 8 A.C.L.R. 46 Re Lands Allotment Co. [1894] 1 Ch. there must presumably be disclosure to the members as well. page 140 note 6 Fry L.J. the view of Wright, J. in Re Lady Forrest (Murchison) Gold Mine Ltd [1901] 1 Ch. 41 Re Exchange Banking Co., Flitcroft's Case (1882) 21 Ch.D. Menu. We use cookies to distinguish you from other users and to provide you with a better experience on our websites. A person becomes a promoter before the company is incorporated for he is to take steps to incorporate and establish its business", Re Cape Breton Co (1885). by Browne, (London, 1933), pp. 93 Benson v. Heathorn (1842) 1 Y. 17 Halsbury's Laws of England (Simonds ed. v. Hudson (not reported on this point, but referred to in Great Luxembourg Ry. 657 (H.L.) 49 Re City Equitable Fire Insce. 592; the Widows' Case, note 15, supra; Hichens v. Congreve (1828) 4 Russ. 2) [1896] 1 Ch. 4 Ch.App. Thecompany purchased the mines for 42,000. 326; Re German Mining Co., ex p. Chippendale (185354) 4 De G.M. 194Google Scholar. Trustee savings banks, however, were exceptional, in that trustees did as a rule constitute the executive; and this was probably true also of one or two building and friendly societies. 708. ; Re Cape Breton Co. (1885) 29 Ch.D. 331, 345. D. 400 and approved by the House of Lords in Cook v. Deeks [1916] 1 A.C. 554, 563564 and in Jacobus Marler Estates Ltd v. Marler (1913) 85 L.J.P.C. 1016. page 147 note 43 (1912) 56 S.J. Tidy plc does not owe any legal liability to do so. 727; Ashburner, , Principles of Equity, 2nd ed. The case of Gluckstein v Barnes [1900][12] offers further authority on the point that a promoter is not entitled to undisclosed profits in his dealings with or on behalf of the company he is promoting. 28 See, e.g., Re Cardiff Savings Bank, Marquis of Bute's Case [1892] 2 Ch. 286Google Scholar. 652, 658, 661 (per Lord Herschell), 671 (per Lord Macnaughten); cf. 20 Re Exchange Banking Co., Flitcroft's Case (1882) 21 Ch.D. In either such a case, the self-dealing rule cannot apply: there is no transaction to which it can respond. The contract for the vacuum cleaners is also a pre-incorporation contract and so strictly speaking the same law discussed in answer to A) is also applicable here. (Ct.Sess.) 139143 and the cases cited at n.98. Ratification and the Release of Directors from Personal https://doi.org/10.1017/S0008197300113649, Get access to the full version of this content by using one of the access options below. CONSOLIDATED APPEAL and cross-appeal from a decree of the Court of Appeal (Nov. 13, 1900) varying a decree (May 23, 1899) by the Chief Justice of the Queen's Bench Division of the High Court for Ontario. 454 (equitable release of equitable right). v. Sutton (1742) 2 Atk. 98 Cf. Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. 558, 567568. page 141 note 8 Keech v. Sandford (1726) Sel. page 122 note 5 See Foss v. Harbottle (1843) 2 Hare 461 itself. 5 Ch.App. Hostname: page-component-75b8448494-6dz42 399 would appear, to the contrary, to confer this power on the remaining members of the board, that case is probably explicable on the grounds that there the directors were also all the shareholders. 62 Piercy v. S. Mills & Co. Ltd. [1920] 1 Ch. The cases cited, however, do not support this principle: Stackhouse v. Barnston (1805) 10 Ves. ; 650654 per Greer L.J. 490Google Scholar; Ngurli Ltd. v. McCann (1953) 90 C.L.R. 79 Re Thomson [1930] 1 Ch. 326, 340, per Knight Bruce V.-C.; York and North-Midland Ry. ), Company Law Casebook, (1994) HLT Publications. D. 795, followed by the Court of Appeal in Ladywell Mining Co. v. Brookes (1887) 35 Ch. Beattie v. E. & F. Beattie Ltd. [1938]Google Scholar Ch. & F. 232: 16 directors, 5 trustees; Imperial Bank of England (1837) in Wallworth v. Holt (1841) 4 My. Re German Mining . ); Tool Metal Manufacturing Co. Ltd v. Tungsten Electric Co. Ltd [1955] 2 All E.R. 9394 per Browne-Wilkinson L.J. 331, 345. 8 e.g., Companies Act 1948, Table A, Art. Published online by Cambridge University Press: page 146 note 34 Palmer, Vol. 167n. 194, [1958] C.L.J. Unless this can be implied from the context. Hivac Ltd. v. Park Royal Scientific Instruments Ltd. [1946] 1 All E.R. cit. 394Google Scholar; and contra, Gower, pp. t. King 61 (landlord's refusal); Fine Industrial Commodities Ltd.v. v. Blaikie Bros. (1854) 1 Macq. A) Is Tidy plc bound to pay for the computers? 616, 618; Merchants' Fire Office Ltd. v. Armstrong (1901) 17 T.L.R. 113Google Scholar. 708Google Scholar. Chesterfield & Boythorpe Colliery Co. v. Black (1877) 37 L.T. 616, 618; Merchants' Fire Office Ltd. v. Armstrong (1901) 17 T.L.R. 64 Cf. 2 e.g., Keeton, The Director as Trustee (1952) 5 C.L.P. Gower, op. 4 Supra. (at p. 457) had previously expressed doubts about the ability of the general meeting to excuse themselves from their misfeasance (but cf. There is no information as to any disclosure to the company as to the existence or extent of Grahams profit, and this is of particular significance given the size of the profit and the fact that Graham has sold the chairs on to Tidy plc for four times the price he purchased them for. 53 Burland v Earle [1902] AC 83. 237. 65Google Scholar; Transvaal Lands Co. v. New Belgium (Transvaal) Land & Development Co. [1914] 2 Ch. 591; Zwicker v. Stanbury [1954] 1 D.L.R. & C.C.C. Fiona is liable to pay for the computers. Cas. 143; Evans v. Coventry (1856) 25 L.J.Ch. 669 (intention to injure not denied). page 130 note 59 See MacDougall v. Gardiner (1875) 1 Ch. See Dawson, , Acting in the Best Interests of the CompanyFor whom are the Directors Trustees? (1984) 11 N.Z.U.L.R. 19 Re Kingston Cotton Mill (No. & Cr. 14 North-West Transportation Co. Ltd. v. Beatty (1887) 12 App.Cas. PROTECTION OF SUBSCRIBERS Robinson v. Randfontein Estates Gold Mining Co. Ltd., 1921Google Scholar A.D. 168, 195: justified in inferring a mandate wide enough to include the transaction.. 10 e.g., the Sun Fire Office (1707), DuBois, op. 709Google Scholar. 591 (single director with plenary powers). View examples of our professional work here. This aspect of the judgment is discussed by Dawson, , Acting in the Best Interests of the CompanyFor whom are the Directors Trustees? (1984) 11 N.Z.U.L.R. 322, 338. Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. cit. 1222 (P.C.). Suitably worded articles would, however, seem capable of altering this general rule to confer the power of release on the non-interested directors. 165, and see Sheridan, , Equitable Estoppel Today (1952) 15 M.L.R. 6 See, e.g., the following textbooks, each of which incorporates one or more model deeds of settlement: C. F. F. Wordsworth, The Law Relating to Railway, Bank, Insurance, Mining and other Joint-Stock Companies, 2nd ed. Given that Fiona entered into the contract for the computers she is subject to personal liability to pay the bill for them if Tidy plc fails to make payment on the contract itself. He may also sometimes have a right of indemnity against a co-trustee: Re Partington, Partington v. Allen (1887) 57 L.T. 412Google Scholar; Harris v. A. Harris Ltd., 1936Google Scholar S.C. 183; Baird v. J. Baird & Co. (Falkirk) Ltd., 1949Google Scholar S.L.T. 154, 165166, per Lindley L.J. Lagunas Nitrate Co v Lagunas Syndicate For rescission to be available there must be restitutio in integrum Re Lady Forrest Gold Mine 2) [1896] 1 Ch. 490; Ngurli Ltd. v. McCann (1953) 90 C.L.R. The penal provisions of s. 199 of the Companies Act 1948 perpetuate this duplicity, although they make it clear that the equitable rules are unaffected. 763; Re Denham & Co. (1883) 25 Ch.D. 1, paras. However, after the Multinational Gas case, and the rejection of the view that a solvent company owes duties to its creditors, there would seem to be nothing in principle to stop the unanimous vote of the shareholders from authorising conduct which would be a fraud on the minority if there were a minority, provided their actions were not ultra vires the company or otherwise illegal. Lister v. Romford Ice & Cold Storage Co. Ltd. [1957]Google Scholar A.C. 555. It would be difficult to base this remedy in contract against a director qua director: cf. Is it because he once was a trustee in the full technical sense? Gower, op. P. & O. 582Google Scholar, expressing a preference for Bowen L.J. page 125 note 17 Palmer, Vol. Cas. 34, paras. The result would be that a minority shareholder could only sue in respect of an ultra vires act if he could bring the case within the fraud on the minority exception to the rule. 805806, per Cotton L.J. 763; Re Denham & Co. (1883) 25 Ch.D. 811812, per Fry L.J. There are suggestions in some cases that a remedy in negligence, sounding in damages, lies against any director. ; Re George Newman & Co. [1895] 1 Ch. At best, a trustee who relied on a fellow-trustee would be jointly liable, but entitled to an indemnity. for this article. D. 795, approved. 787. 45. 57 Wilson v. London Midland & Scottish Ry. Bermingham v. Sheridan (1864) 33 Beav. page 147 note 40 See, e.g., Boardman v. Phipps [1967] 2 A.C. 46; Burland v. Earle [1902] A.C. 83, 93. page 147 note 41 Provided always, of course, that the entering of such compromises was within the vires of the company which would, presumably, require the compromise to be bona fide: see Re Hall Garage Ltd [1982] 3 All E.R. 1035, per James, L.J. 22 Nov. 1770. cit. 11, 13, 15; Cooke, , Corporation, Trust and Company (Manchester, 1950), pp. 326. 39 Cf. 558 and Costa Rica Ry Co. Ltd v. Forwood [1900] 1 Ch. 589; and by the High Court of Australia in Tracy v. Mandalay Ply Ltd (1952) 88 C.L.R. 59 Re Smith & Fawcett Ltd. [1942]Google Scholar Ch. Mayson, French and Ryan, Mayson, French and Ryan on Company Law, (2005) Oxford University Press, Keenan D., & Bisacre J., Smith & Keenans Company Law For Students, (2005) Longman, Dine J, Company Law, 5th ed, (2005) Palgrave Macmillan, French, Statutes on Company Law 2005-2006, (2005) Oxford University Press. Is the law, in so far as it is based on trust principles, adequate to ensure the proper discharge by directors of their responsibilities? 498500Google Scholar cites this passage as supporting the validity of a gratuitous release, on the grounds that it contemplates that a gratuitous release would be effective provided that it was not in the form of a mere expression of intention not to sue, i.e. Lecturer at University of Exeter It is the accepted view' that Re Cape Breton Co.- stands for the principle that if a person acquired property before becoming a promoter or forming any intention to promote a company and subsequently sold that property to a company being promoted by him . 442Google Scholar, discussed in n.68 above, and adopted by Cooke, J. in the New Zealand Court of Appeal in Nicholson v. Permakraft (N.Z.) But in another sense he is not honest. page 135 note 77 At least where the property in equity is the company's: see below, pp. 795; Jacobus Marler Estates Ltd. v. Marler (1916) 85 L.J.P.C. re cape breton co 1885 case summaryrolling a ball under your feet benefits. 69, 7981; [1963] C.L.J. 532Google Scholara rule apparently overlooked in Re Cleadon Trust Ltd. [1939]Google Scholar Ch. the ready implication of borrowing powers in favour of directors in Re Norwich Yarn Co., ex p. Bignold (1856) 22 Beav. 707n., 709n., per Malins V.-C. 52 Re Cardiff Savings Bank, Marquis of Bute's Case [1892] 2 Ch. 1, para. 73 Cavendish Bentinck v. Fenn (1887) 12 App.Cas. 78 Employees and partners, whose situation is based in part on contract, are subject to special rules. Both in law and in equity such a transaction, including any profit element, is valid until rescinded. Maitland, Equity, 2nd ed., by Brunyate, (Cambridge, 1936), p. 88.Google Scholar Charitable trustees are a regular exception to the requirement of unanimity. 16 Cf. This is evidenced, not the least, by the variety of other names attributed to the process performed by the general meeting when it ratifies a breach of duty. concurred; pp. (London, 1840); G. Taylor, Practical Treatise on the Act for the Registration, Regulation and Incorporation of Joint Stock Companies (London, 1847). 5184. 1218. page 137 note 90 See Hogg v. Cramphorn Ltd [1967] Ch. 660, 664; Re Englefield Colliery Co. (1878) 8 Ch.D. 498500; Meagher, , Gummow, and Lehane, , Equitable Doctrines and Remedies (2nd ed., 1984), pp. 589. page 142 note 14 This is also consistent with Jenkins, L.J. 58; Edwards v. Halliwell [1950] 2 All E.R. 246Google Scholar, is that only those transactions which amount to a fraud on the creditors are beyond the control of the unanimous vote of the shareholders (at least to authorise in advance). There is also a long-standing principle of agency law which stipulates that a company as principal cannot ratify, retrospectively adopt, any contract made on its behalf by an agent before it was incorporated and Natal Land is a good example of this rule in operation. 425Google Scholar. 1 See Zwicker v. Stanbury [1954] 1 D.L.R. Cf. 27.21.4. page 148 note 47 Ibid., at pp. 158. the Widows' Case an unreported decision of Lord Thurlow in 1785, mentioned by Lord Eldon in Pearce v. Piper (1809) 17 Ves. There is also a possibility that Fiona might have negotiated the inclusion of a rescission clause in the contract for the purchase of the computers, which would have allowed her to rescind the contract if the company fails to be incorporated. 85 in Table A of the Companies (Tables A to F) Regulations 1985 which does not even subject the directors' exclusion from liability to the contrary directions of the company: compare the new art. 4 Ch.App. And see the cases cited at n.29 above dealing with the affirmation by a cestui que trust of voidable transactions entered into by a trustee. page 135 note 75 The application of the principle to the particular case before the learned judge, however, is (with respect) questionable. 425Google Scholar. 2) [1982] Ch. 480, 486, per Lord Hatherley L.C. Capital has to be raised and once it has truly been raised it has to be maintained. 701, 720, per Lord Hatherley, L.C. 248 (consent to exercise of less than commercial prudence). 400, 404. 77; Punt v. Symons & Co. Ltd. [1903]Google Scholar 2 Ch. Why is the director called a trustee? It has also been suggested that the board may have the power to release one of their number from his duties: see, for example, Palmer at para. These will be answered in turn. ; Burland v. Earle [1902] A.C. 83, 93Google Scholar; Edwards v. Halliwell [1950] 2 All E.R. This point is made clear by Cotton L.J. 107, 146; Re Liverpool Household Stores Assn. 11 Grant v. United Kingdom Switchback Rys. But if their position as directors gives them an advantage they may be accountable to the company for the resulting profit: see Gower, op. 529 (injury to stranger). 31Google Scholar, that there was no liability to account because there had been an affirmation of the transaction, cannot be sustained. 326; Gleadow v. Hull Glass Co. (1849) 19 L.J.Ch. 136147. 257Google Scholar (beyond company's means). 74 i.e., the organic theory of corporate acts, and recognition of the fact that directors may function by a quorum.
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