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company law advice required urgent (Read 3042 times)
h2004
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company law advice required urgent
Sep 4th, 2004 at 3:12pm
 
can anyone please advice me what to do in this case

1. Comapny X deal in development Constituition of company require all contract ebntered by company must be approved by board. Constitution also provide once approved contract must be signed by one director and company secretary The company secretary find one site 
so not to loose opportunity he convince one director for purchase of site on behalf of company . The contract is signed by comapny secretary and director. When other director (2 directors) disagrree with these action and so at board meeting use their votes to reject a motion to ratify contract. Is company bound to perform its obligation under the contract? can some body give reason for this with section number of companies act.

regards,
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h2004
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Re: company law advice required urgent
Reply #1 - Sep 5th, 2004 at 3:56pm
 
can any expert online to solve this problem

regards,
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Re: company law advice required urgent
Reply #2 - Sep 6th, 2004 at 4:49am
 
I'm sensing an element of panic in your post.  Is this for an essay at university or other legal course?  Suggest you run it through the spell check first before handing it in!

Anyway, here are a few helpful (hopefully) starting points:-


- - What type of company is it?

Probably a private company, limited by shares.


- - When contracting with a private company, limited by shares do you have to check its constitutional documents (Memorandum and Articles of Association) to determine whether the company has the power to contract with you?

No - I think this may be in caselaw, or it may be in the Companies Act - you'll have to do your own hunting for the Authority on this, I'm afraid.


- - So what needs to take place before I can rely on a document executed (signed) by a company?

The contract must be validly executed.  The procedure for validly signing a contract is in s.36 of the Companies Act.  You'll be pleased to see that as far as Scottish Contracts go, s.36B then refers you to the Requirements of Writing (Scotland) Act 1995 - so you'll have to have a look at this too.

Feel free to ask any follow up questions once you've had a look through the text books and the legislation.
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