Pre-incorporation contracts, Business Law and Ethics

Assignment Help:

Pre-incorporation Contracts:

                            A pre-incorporated contract is an agreement which is entered into, usually by a promoter or promoters, on behalf of a company at a time when the company's formation has not been completed by its registration. A few cases have been contested in English courts regarding the effect of such agreements. The following rules were enunciated by the judges in the course of deciding the said cases:

          (a)     If the agreement is a written one and it is apparent from the words used therein that the promoters were contracting as individuals, they will be held personally liable under the contract. This will be so because no oral testimony will be admissible in evidence to rebut the contents of the written document: Kelner v Baxter (23).

In other words, they will not be allowed to say that they were contracting for the company. Regarding the case of Kelner v Baxter it should be noted that,  according to the written document that the parties signed, the offer was made to, and was accepted by, the promoters personally. They were therefore made personally liable on the contract. This was clarified by Lord Goddard in the later case of Newborne v Sensolid Ltd (24) when he said that, in Kelner v Baxter, "the contract showed that it (i.e. the wine)  was agreed to be sold to certain men who were the proposed directors of a company which was coming into existence. They agreed to buy".


Related Discussions:- Pre-incorporation contracts

State article 6 of air and outer space law, State Article 6 of air and oute...

State Article 6 of air and outer space law Article 6 states that no scheduled international air service may be operated over or into the territory of a contracting State, excep

Dismiss a worker for misconduct, Question 1: What are the procedures t...

Question 1: What are the procedures that an employer should follow before he will dismiss a worker for misconduct? Question 2: Section 39 of the Labour Act provides fo

Discussion board question, I have an order in and I want to know what the 8...

I have an order in and I want to know what the 829.2 means and the order is 12.00?

Contracts of guarantee, Contracts of Guarantee However a contract of g...

Contracts of Guarantee However a contract of guarantee or suretyship is such a contract through one person to answer that for the debt, such default or miscarriage of another.

Registered companies, Registered Companies: A registered company is fo...

Registered Companies: A registered company is formed by registration under the Companies Act. It is this type of company that people usually have in mind when they talk of "a

Acceptance - negotiable instruments, Acceptance - Negotiable Instruments ...

Acceptance - Negotiable Instruments Meaning The word "acceptance" such used in relation to bills of exchange like has a special meaning also. Acceptance of a bill of ex

Explain about the tort of negligence, Explain about the tort of negligence....

Explain about the tort of negligence. A form of civil wrong where a contract doesn’t exist among the two parties and this is not a crime where punishment is the major goal to t

Qualifications of advocates, Qualifications of Advocates Conversely fo...

Qualifications of Advocates Conversely for qualify to admission as an advocate one must as; Be a US citizen or can say Possess a law degree from a recognized

Determine about the principal-agent theories, Determine about the Principal...

Determine about the Principal-agent theories Wwhich concentrate especially on the problems of asymmetric information among the parties to a contract: the impossibility to perfe

What is an exemption clause, QUESTION 1 (a) Explain the word "condition...

QUESTION 1 (a) Explain the word "conditions" in a contract (b) Describe the various types of conditions that may exist in a contract QUESTION 2 Explain the term "war

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