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

Significance of registration, Significance of Registration:           ...

Significance of Registration:           S.389 provides that "no company or association or may partnership consisting of more than twenty persons shall be formed... except it i

Members voluntary winding up, Members voluntary winding up: In a membe...

Members voluntary winding up: In a members' voluntary winding up the creditors play no part since the assumption is that their debts will be paid in full.  There is no committ

Obiter dictum, Obiter Dictum Thus now  "by the way" statement made t...

Obiter Dictum Thus now  "by the way" statement made through a judge before delivering his judgement within  a view to  strengthening or re-enforcing his reasons to the decis

Confidentiality agreements, A prominent Golfer was caught allegedly cheatin...

A prominent Golfer was caught allegedly cheating on his wife. The evidence consists of emails and text messages from alleged paramours. The golfer has major endorsement contracts w

Domestic or family agreements - elements of contract, Domestic or Family Ag...

Domestic or Family Agreements - Elements of Contract However there is a rebuttable presumption such the parties did not intend for create legal relations as: 1. Agreements

Business organisation, what are the business organisation of objecetive

what are the business organisation of objecetive

Define the meaning of lobbyists, Define the meaning of Lobbyists Lobbyi...

Define the meaning of Lobbyists Lobbyists place a premium on information. While framing their arguments; they often turn to research and analysis that supports the case they ar

Define the term - social attainment and economic growth, Define the term - ...

Define the term - social attainment and economic growth Many problems can also be seen either as private problem for those who experience them or as public policy failures that

Analyze the differences between a proposal and an invitation, Analyze the d...

Analyze the differences between a proposal and an invitation to treat and discuss the rules to determine the point of time on which an agreement is reached. Using the latest Malays

Exercising international rights and duties, Q. Exercising international rig...

Q. Exercising international rights and duties? Laws are the finest creation of human mind. They are intended not only to regulate our conduct and therefore our lives, but they

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