The Precise Effect of This Provision

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The precise effect of this provision is most unclear.First of all,it is a peculiarly drafted provision as it provides that the members shall be bound as if they had signed and sealed the articles.It makes no mention of the company being bound by the same fiction.This appears to ignore the fact that the company is said to be a legal person separate and distinct from its members.The courts have ignored this apparent omission.In Wood v.Odessa Waterworks(1889) 42 Ch D 636 Stirling said:The articles of association constitute a contract not merely between each individual and each other. 这条条款的作用恰好是最不明确的。首先,这是特别设计的的一条条款因为它规定凡是在条款上签字盖章的成员都会受到条款的约束。但是他没有提到公司也会被同一条款约束,这似乎忽略了公司是与其成员不同且独立的法定代表这一事实。而法院忽略了这一明显的漏洞。在In Wood v.Odessa Waterworks(1889) 42 Ch D 636 这一案件中,J.斯特林是这么说的,“公司合同中的条款不仅应存在于公司和公司股东之间,而是在每一位股东和相关事物之间”

A further uncertainly is caused by the fact that,unlike an ordinary contract.the section 14 contract can be altered without the consent of one of the parties to it.By s.9 Companies Act 1985 a company may alter its articles by special resolution.Thus.if 75 per cent of shareholders present and voting at a meeting determine that the articles are the articles are to be altered,that alteration will normally be effective and thus the contract will be altered,as much for the objectors as for those in favour of the alteration. 和其他合同不同的是,合同的第十四章可以在没有任何当事人一方的同意下被修改,这也是引起该合同更深层次不确定性的原因。在s.9 Companies Act 1985 的案件中,公司法允许一个公司通过特殊的方法修改合同条款。另外,如果75%的公司股东在会议上同意该条款可以修改,那么变更一般立即生效,合同就改变了。但合同的约束效力对那些反对改动和支持改动的人都是一样的。

5.2 What Rights are Governed by the Contract in the Articles? Section 14 appears to bind the members of the company to each other without the company’s involvement in that relationship.As described above,the courts have read the company back into the contrast.They have made it clear that the only relationship between members which is governed have with each other because they are shareholders in the company.No contractual relationship outside those confines...
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