Topic: Liability of Promoters During Pre-incorporation contracts Table of Contents Introduction 3 Research Methodology 6 Research Questions 7 Chapter 1: Promoters and Pre-incorporation Contracts 8 Chapter 2: Fiduciary duty of the promoter 11 Chapter 3: Breach of the pre-incorporation contract and the Liability of Promoters 13 Conclusion 19 Bibliography 20 Introduction A company is an entity which is recognized and created by the law. It can only contract when the law deems it to come into
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Analyse the major problems surrounding the pre-incorporation contracts and evaluate how fare these problems have been resolved by the provisions of section 36C of the Companies Act 1985‚ as amended by the Companies Act 2006. 1) what are pre-incorporation contracts 2) problems surrounding pre-incorporation contracts 3) how fare have these problems been resolved A company cannot enter into a contract before it exists as a legal person by being incorporated on its registration by the
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Pre-Incorporation Contract Problem A creative use of the common law provides a number of ways of avoiding the common law pre-incorporation contract problem discussed above. 1. Promoter as Trustee of a Chose in Action: The promoter could be treated as a trustee of a chose in action for the corporation. This would put the promoter under a fiduciary obligation to enforce the contract and would allow an order permitting the company to sue in the name of the promoter as trustee. 2. Company as
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Tort Liability and Contract Liability A tort is a legal term for "a wrong." The "tort law" is composed of state statutes and court decisions that gives one the right to sue someone who causes harm to them‚ whether it’s a drunk driver‚ a corporation that manufactures a defective product‚ a credit card company that overcharges you‚ or a government bureaucrat that breaks the law or a school official such as a teacher or principal. The law of the state in which the school is located determines a school’s
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law view of pre-registration contracts was that the company did not exist for legal purposes until it had been formally incorporated (registered). This common law view resulted in company’s being unable to enter a binding contract until they had been registered. However "given the delays which can be encountered in the registration process‚ the promoter of a company may wish to enter into contracts `for’ the company prior to its incorporation" . An example of this may be a promoter wanting to
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The Issue was: ‘Incorporation into Contracts by Signature’ Law on the Issue L’Estrange v. Graucob [1934] 2 KB. 394 A woman signed a contract for the purchase of a cigarette vending machine without reading the contract. The contract contained an exclusion clause‚ which took away all her rights under the Sale of Goods Act. The machine proved faulty and it was held that the sellers could rely on the clause because the purchaser had signified her consent to the terms of the contract by signing it
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2131-43 8-19-2013 Liability for Agent’s Contracts You run a successful paper mill and send out your three best personnel to secure new wood pulp sources using due diligence and skill. Applying the agency principles outlined in this chapter‚ answer the following questions. Delilah‚ does not return with wood pulp‚ but brings back three contracts. Acting within the scope of her authority‚ she contracted with Evon‚ who knew your identity
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4.2 Pre-contract Stage Contractor’s Tendering Procedure • Agreement to tender • Decision to tender • Examination of tender documents • Estimating process timetable • Enquires of quotations • Method statement and tender programme • Site visit • Outstanding information resolved with consultants • Pricing process • Adjudication • Submission of tender *In pricing process: • All-in-rates for trade items or BQ • Domestic sub-contractors and suppliers • Nominated sub-contractors and
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INDIAN COMPANIES ACT‚ 1956 | PROMOTER | BBM 501 – CORPORATE LAW | PROMOTER * Promoter – Person who does the necessary preliminary work incidental to the formation of the company‚ undertakes to do all the incidental work necessary to bring the company into existence * The first persons to control the company’s affairs chronologically‚ as they conceive the idea for forming the company with an objective‚ provide the company with share or loan capital and acquire the business or property
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PART A (a) Promoters & Pre-registration contract A promoter is a person who is involved‚ actively or passively‚ in forming a company‚ raising its capital and establishing its business at any period prior to the company obtaining a certificate of complete registration: Twycross v Grant.[1] Part 2B.3 of Corporations Act 2001 (Cth) purports to overcome the common law difficulties of earlier cases based on the law of agency[2] and provides an exclusive set of rules to determine primary and secondary
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