Constructive notice - registered office, Business Law and Ethics

Assignment Help:

Doctrine of "Constructive Notice":

 The doctrine of "constructive notice" is a rule of company law to the effect that a person transacting business with a company is taken to be aware of the contents of the company's public documents. "Public documents" in this context are those documents which a company is required by the Companies Act to deliver to the Registrar of Companies for registration at the Companies Registry. Examples of such documents are:

(a)     the memorandum of association;

(b)     the articles of association;

(c)     the annual return; and

(d)     special resolutions.

Because the Companies Registry is a "public office" the documents kept therein are generally referred to as "public documents" since members of the public are free to inspect them on payment of a prescribed fee.

For purposes of the ultra vires doctrine, a person transacting business with a company will be taken to have read the objects clause in the company's memorandum of association. Consequently, if he concludes a contract with the company and it turns out that the contract was for a purpose which is neither expressly nor impliedly within the company's objects and hence ultra vires, he is regarded as having entered into an ultra vires contract knowingly even though he was not actually aware of its being ultra vires. He cannot successfully sue the company for breach of the contract, as illustrated by the facts of, and the decision in, Ashbury Railway & Carriage Co v Riche (22).


Related Discussions:- Constructive notice - registered office

Business law, Jerry contracted with Sally to purchase Sally’s Restaurant fo...

Jerry contracted with Sally to purchase Sally’s Restaurant for $50,000ion #Minimum 100 words accepted#

Define the act of obstructions of justice, Define the act of Obstructions o...

Define the act of Obstructions of Justice UNCTOC has also criminalized the act of Obstructions of Justice and it is stated in the Article 23 that. "Each State Party shall adopt

Describe the public procurement legal framework of mauritius, QUESTION 1 ...

QUESTION 1 Describe the Public Procurement Legal Framework of Mauritius QUESTION 2 Explain the following, within the meaning of the Competition Act: a. collusive agreem

Illegality - law of contract, Illegality - Law of Contract Therefore a...

Illegality - Law of Contract Therefore an agreement to constitute a legally enforceable contract then it must have been entered into to a lawful purpose.  But an agreement to

Applied laws - judicial elucidation of acts, APPLIED LAWS: However sec...

APPLIED LAWS: However section 2 of the Interpretation and General Provisions Act specified like an "applied law" as:; (a)   here an Act of the legislature of another countr

Tort laws and the environment, Role of the Courts The role of the court...

Role of the Courts The role of the court system in Canada varies. Due to the numerous jurisdictions and different government levels involved, the courts are often asked to inte

What is the relation between business the law and ethics, Question 1: T...

Question 1: To what extent do you agree with the assertion that Governments are failing and that corporate power is on the rise? Question 2: (a) Critically determine th

Discuss how the law deals with computer crime, Question 1: (a) A contra...

Question 1: (a) A contract is valid as soon as the parties agree on its terms. According to you, is this statement correct? Justify your answer with the relevant enactment/cas

Assignment of share in partnership, Assignment of Share in Partnership ...

Assignment of Share in Partnership Whereas as has been stated, never new partner may be bring in without the consent of all other partners as well like accordingly no partner

Explain international criminal court, Normal 0 false false ...

Normal 0 false false false EN-IN X-NONE X-NONE MicrosoftInternetExplorer4

Write Your Message!

Captcha
Free Assignment Quote

Assured A++ Grade

Get guaranteed satisfaction & time on delivery in every assignment order you paid with us! We ensure premium quality solution document along with free turntin report!

All rights reserved! Copyrights ©2019-2020 ExpertsMind IT Educational Pvt Ltd