Contact Us
Sign In / Sign Up for FREE
Go to advanced search...

Company Law contracts - Essay Example

Comments (0) Cite this document
In order to answer this question it is necessary to know about the term of promoter. Although the Companies Act 1985 does not define the term promoter, the judges have framed tests for determining whether a person's activities relate to the promotion of a company.
Download full paperFile format: .doc, available for editing
GRAB THE BEST PAPER96.4% of users find it useful
Company Law contracts
Read TextPreview

Extract of sample "Company Law contracts"

Download file to see previous pages However, in Twycross v Grants1, Cockburn CJ went so far to state that a promoter is one who undertakes to form a company with reference to a given project, and to set it going, and who takes the necessary steps to accomplish their purpose2. In Whaley Bridge Calico Printing Co v Green3 Bowen J explained that the term promoter is a term not of law, but of business, usefully summing up in a single word a number of business operations familiar to the commercial world by which a company is generally bought in to existence.
A promoter is an agent of the Company, as someone cannot be an agent of a non-existent principal Kelner v Baxter4. He is not a trustee (Re Leads). However, a promoter can be regarded as a Fiduciary (Finn, Fiduciary obligations 1977)5. Fiduciary obligations are duties owed to a third party to act with 'loyalty and good faith in dealings which affect that person' (Penner 2006). This means that the duty to act more than just acting honestly and fairly but rather the fiduciary 'must act to secure his principal's best interests and must not follow his interests. Lord Cairns LC explained the particular position of promoters as opposed to other type of fiduciaries such as trustees and directors in Erlanger v New Sombrero Phosphate Co (1878):
They stand on my opinion, undoubtedly in a fiduciary position. ...
They has in their hands the creation and mounding of the company; they have the power of defining how, and when, and in what shape, and under what supervision, it shall start into existence and begin to act as a trading corporation.
The core duty of a promoter is not to make a secret profit from his position. In Kelner v Baxter6 promoters of a hotel company entered into a contract on its behalf for the purchase of wine the company, when incorporated, ratified. The wine was consumed but before payment was made the company went to liquidation.7 The promoters, as agents, were sued on the contract. Erle CJ, rejecting this argument and holding the promoters personally liable. It was exemplified by Natal Land & Colonization Co v Pauline Colliery Syndicate8, which the court from enforcing a pre-incorporation contract prevented the company made on its behalf.
In Erlanger v New Sombrero Phosphate Co, a syndicate purchased a mine for 55,000.The syndicate then formed a company an through a nominees sold the mine for it for 100,000 without disclosing their interest in the contract. The mining operations were fruitless and the shareholders removed the original Directors and the new board successfully brought an action to have the sale rescinded. In Salomon v Salomon & Co Ltd9, the House of Lords took the view that if the Board was not independent, disclosure to all material facts should be made to the original shareholder. But note that in Gluckstein v Barnes10 the House of lords refined the duty further by holding that disclosure to original shareholders will not be sufficient if they are not truly independent and the scheme as a whole is designed to defraud the investing public11.
As with directors, a promoter of a company selling property ...Download file to see next pagesRead More
Cite this document
  • APA
  • MLA
(“Company Law contracts Essay Example | Topics and Well Written Essays - 2000 words”, n.d.)
Retrieved from
(Company Law Contracts Essay Example | Topics and Well Written Essays - 2000 Words)
“Company Law Contracts Essay Example | Topics and Well Written Essays - 2000 Words”, n.d.
  • Cited: 0 times
Comments (0)
Click to create a comment or rate a document

CHECK THESE SAMPLES OF Company Law contracts

Scot's Law of Contracts

...? Scot’s Law of Contracts Introduction Contracts are bilateral agreements where two or more parties come to a consensus. The parties involved must additionally have the mental capacity to perform what is laid out in the contract and such a contract is enforceable under the law as long as the terms are not illegal, indeterminate, trifling or impossible to perform1. A court of law can confer an enforceable obligation on a single party making it a unilateral contract or on a multitude of parties where it becomes a bilateral or a mutual contract2. Contracts are formed where all the concerned parties have arrived at an agreement. This is in terms of the stipulations of the contract and in willingness to see the contract out without duress...
10 Pages(2500 words)Essay

Employment Law and Contracts

...? Business Law Business Law PART A: EMPLOYMENT LAW AND CONTRACTS Question one: Employment agreement An employment agreement stipulates the relation between the employee and the employer in a work environment; when the employer agrees with all the terms in the agreement form, he or she will be considered for a job (Gerbic & Miller, 2010). In other words, an employment agreement can be referred to as a contract. In this case, the employment agreement will be between Chookie Chow Ltd and the employees. The employment agreement should stipulate the following points. An agreement is herein made between the employer, Chookie Chow Ltd, and the employees (name)……………………………….. All the employees will be engaged on a casual basis...
11 Pages(2750 words)Assignment

Construction Contracts and Law: A Strategy for a Water Company

...?Construction Contracts and Law: A Strategy for a Water Company Introduction A contract strategy is a result of various factors including design integration, construction of a project. The project strategy used for a project should give support to the main objectives of the project in so far as risk allocation, incentivisation and delivery among other factors are concerned (OGC nd). There are a number of contract strategies that can be applied in various situation. The traditional contract strategy involves separate designing and construction of the project. This strategy should only be applied where other integrated procurement routes provide less value for money. In the traditional strategy, the design is conducted by a client...
7 Pages(1750 words)Assignment

Business law- Contracts and leases

...? Business Law- Contracts and Leases; UCC Affiliation Contracts and Leases in Common Law and UCC According to Bagley and Dauchy ), a contract is an agreement between two or more parties which can be legally enforced. The parties can either be individuals, companies or organizations. A Lease of property is an example of a business contract. Contracts create an obligation of doing or not doing particular things, and they are important to the community because they facilitate cooperation and trust. Business contracts are one of the most popular legal transactions that people get involved in when running businesses. Regardless of the type of business an individual runs, it is important to have an understanding of contract law as it is the key...
4 Pages(1000 words)Essay

Construction Contracts Law

A proposal, when accepted, becomes a promise" Thus, when there is a proposal from one side and the acceptance of that proposal by the other side, it results in a promise. This promise from the two parties to one another is known as an agreement. Also all agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object and are not hereby expressly declared to be void.
These basic rules of offer, acceptance and invitation to treat etc are amply illustrated in the cases 'Pharmaceutical Society of Great Britain v. Boots Cash Chemicals Ltd.(1952)2 Q.B.795)' , 'Felthouse v. Bindley(1862)6L.T.157)' and also in 'Fisher v. Bell (1961) 1Q.B. 394)'. The i...
8 Pages(2000 words)Case Study

Employment Law - Employment Contracts

...Employment Law - Employment Contracts Employment law covers a certain nature and scope of the employment contract. The purpose of this paper is to;using case studies, explain the sources, institutions, and enforcements systems for individual employment rights. This will be accomplished through the use of case studies; the nature and scope of the contract will be discussed and the content and case study examples will explain the sources, institutions and enforcement systems for individual employment rights. The Sources, Institutions and Enforcement Systems for Individual Employee Rights Organized labor in the United States has fallen rather dramatically over the course of the past 25 years, especially in the United States because...
8 Pages(2000 words)Essay

E-Law, Jurisdictions, Contracts

... Act of 1995, a trademark infringement takes place when a person or company uses as a trademark a sign that is “substantially identical with or deceptively similar to” another trademark used with similar goods, especially when the trademark is used in Australia.3 In the case of Bonnie Atherton, it is therefore necessary to examine whether the use of such a trademark outside Australia would be actionable within Australia. Conventional contract formation is based upon the premise that a contract is “a legally binding promise or agreement.”(Carter and Harland, 1996:101). Equitable doctrines guide the formation of contracts4, and legally binding contracts can also be oral, unless there is a definite stipulation that it needs to be in writing...
12 Pages(3000 words)Essay

Commercial law ( commercial contracts )

... which cancels the original offer. A contract is said to be formed only if such counter-offer is accepted. Commercial Contracts –Does it truly mirror the intention of the parties? The common practice is that until acceptance is conveyed to the offeror, it is not valid. Some exceptions in this regard are a) if the offeror has waived the requisite for communication b) when acceptance is communicated by post, it will be effective on posting. Communication sent through fax, telephone, computer, telex or fax is not effective until received by the offeror. Moreover, it is arduous to find when exactly a telex, fax, a message left on a telephone answering machine or e-mail message is actually “received.” Decided case laws on the subject indicate...
6 Pages(1500 words)Essay

Contracts Law

... Law of Contract A contract delineates an agreement between two or more parties, which is enforceable by the law. Thus, a substantial number of contracts are guided on the basis of common law. Conversely, the UCC’s article 2 governs contracts involving sale of goods, negotiable instruments and secured transactions. Incidentally, there are two types of contacts: written and oral. Nevertheless, more than often, a contract has to be in written form, for it to be legally enforced. Furthermore, it is expected that all the terms and conditions of a contract should be fulfilled by the parties subscribed to it. If this happens, it implies that the contact is executed. However, this is not usually the case. Many are times when one of the parties...
2 Pages(500 words)Essay

The Company Targets Customers

As a principle, HP doesn’t reveal non-public product details, financial information, marketing, R &D, manufacturing, and Personnel Data. We will work on whatever information the company discloses and is available in the common domain of knowledge to assess our strengths, marketing mix, current strategies, current events, and global information and discuss how they can be more streamlined in. In today’s world, no amount of market strategizing is enough, no amount of competitor’s latest strategies and innovation and we have always to remain in an ever-evolving role.
We have chosen our Personal Computer as the product of our current study. Just for sake of recall, we make mention of current product segmenta...
8 Pages(2000 words)Case Study

Company Strategy to the Public Sector

The definition of corporate strategies emphasizes the need for the organization to satisfy the needs of all the stakeholders if the organization is to achieve its overall objective of maximizing shareholder value. Stakeholders include employees, customers and the communities in which the organization operates. Employees, customers, and communities, therefore, have a significant impact on the success of the organization and thus on the corporate strategy of the organization. In formulating corporate strategy, organizations need to identify and priorities strategic issues, which involve scanning, selecting, interpreting and validating information. (Schneider, 1989).
The aim of this paper is to explain the strategy of an organiz...
7 Pages(1750 words)Assignment

Organization and Functions of Federal Law Enforcement Agencies

Threats may either appear in the form of terrorism or from other intelligence groups or from the espionage. It may arise within the country, against the existing government or social systems. Though most of the federal law enforcement groups are investigative groups, they are not only focused on investigations but stand for the people. One can see that the importance of the federal agencies is growing day by day because the threats from militants and others have considerably increased. Such kinds of federal law enforcement agencies include Federal Air Marshalls, Secret Service, FBI, Untouchables, C.I.A and Federal Corrections etc. The organization and functions of these agencies vary in different fields and can be cited in the fol...
7 Pages(1750 words)Case Study

Contract Law

This expression of willingness can assume several forms, such as a facsimile, letter, electronic mail or a telephonic message. The intention is an objective consideration and in the case of Smith v, Hughes 4 relevant consideration was deemed to be the manner in which a reasonable person would view intention. Furthermore, the law distinguishes between an offer and an invitation to treat. The latter is not an offer but merely an indication of willingness to negotiate a contract.

An instance of this is provided by the case of Gibson v Manchester City Council5. In this case, the phrase may be prepared to sell was held to constitute an invitation to treat and not an offer. Indeed, the Gibson decision challenged the tradition...
6 Pages(1500 words)Case Study

Constitutional and Administrative Law

When examining the decision of previous court comments that are made obiter dicta will not be part of the precedent since often obiter dicta comments are speculative remarks on how the judge might have acted if the facts had been different.

Binding precedents come from earlier case law and, as suggested in the wording, must be followed even if the judge in the present case does not agree with the legal reasoning of the judge in the earlier case. In order for a precedent to be binding the facts of the present case to have to be sufficiently similar to the earlier case. Decisions given in a lower court to the one in which the present case is being heard will not be binding. For a decision to set a precedent it must have b...
8 Pages(2000 words)Assignment

The Law on Physical Punishment of Children Fails to give Sufficient Respect to Childrens Rights

Under the English criminal law, several past and current legislations were made in order to protect the children from corporal punishment or becoming a victim of physical abuse. Despite our effort to prevent parents from using physical force in disciplining their children, the British Government remains unconvinced that the law which protects the children from physical punishment is sufficient (Keating, 2008). Physical punishment such as ‘smacking’, ‘slapping’, ‘kicking’, or ‘spanking’ is referring to the act of causing a degree of pain or discomfort to the child. (Niland, 2009, p. 6) With regard to the legal issues behind child protection against physical abuse, this study aims to d...
6 Pages(1500 words)Coursework

International Law: Child Soldiers

Using children to fight wars is not only morally abhorrent but very bad very the physical and mental health of the children in question. That is in part why a series of international laws and treaties have come into effect to try to deal with this scourge. But the issue is more complicated than that. While child soldiers are victims of war crimes, they too can also perpetrate serious breaches of the law of armed conflict. Under normal circumstances, individuals who commit such acts, be they combatants or not,2 would be vulnerable to prosecution. However, because children in such situations are victims as well as perpetrators and because of the special protections afforded to children under international law, many have questioned w...
8 Pages(2000 words)Case Study

The Law and the Media

New and complex issues have arisen which demanded fresh understanding and handling of cases involved them. This has resulted in the enhanced development of specialized laws e.g. cyber laws and interpretation of those laws. The same is true with Media Laws. Media has developed much in the last half-century. As it evolved as a profession and more people started to join it, there arose the levels of money involved in it. With this grew the contractual obligations on the parts of parties and concerned laws e.g. patent laws, privacy laws, and copyrights laws, etc. also started to play their parts. With these issues, the role of law in the media industry also reached a new height.
Mathew Fisher, the appellant, joined a band with Mr...
6 Pages(1500 words)Assignment

Law of Contract

For instance, in Partridge v Crittenden, it was held that an advertisement is tantamount to an invitation to treat (Partridge v Crittenden, 1968). However, there are exceptions, where an advertisement is considered to be an offer. An example is provided by the Carbolic Smoke Ball case. In this case, the defendant’s contention that its newspaper advertisement was not an offer was rejected by the court; as the plaintiff had complied with the terms of the offer (Carlill v Carbolic Smoke Ball Co, 1892).

Thus, the advertisement placed by Adams in the local newspaper is an invitation to treat and not an offer, as per the case law discussed above. It is to be determined, whether Adam had formed legally binding contracts...
6 Pages(1500 words)Case Study

Business Sustainability and Society: Coca-Cola Company

... than fifty academic institutions in the UK, USA, and Canada immediately terminated contracts with the Coca-Cola that was a major blow for the company (Srivastava, 2008). However, most of the critics (MarketLine, 2005) argue that this showed business profit and continuity as the foremost priority of Coca-Cola, rather than ethical or sustainable impact on the community or stakeholders associated with the company. Besides over-extraction and pollution, the report (Srivastava, 2009) pointed out the third issue that the company was not even following its own policies and procedures of the waste management that became a major risk factor of various diseases in hundreds of families residing near the bottling plant (Flex news, 2008). Lastly...
10 Pages(2500 words)Case Study

Business Law: Contracts

... Business Law Contracts Overview of the case Susan’s case presents a typical example of how contracts can are entered into between two parties. It is an agreement between one party, Susan Glass, who offers to contract services to the other party, Spock/Noglass management to manage her acting and music industries by training and offering consultancy services. A closer examination of the essentials than qualify a contract to be enforceable reveals that the following points to note considering the nature of this 3-year agreement signed in between the Susan Glass and the managers, Spock/Nogales management signed on February 7, 2008. First, both the offeror and the offeree have the contractual capacity to contract as noted from their age...
6 Pages(1500 words)Case Study
sponsored ads
We use cookies to create the best experience for you. Keep on browsing if you are OK with that, or find out how to manage cookies.

Let us find you another Essay on topic Company Law contracts for FREE!

Contact Us