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

Liability of members, Liability Of Members: S.72 (1) provides that in ...

Liability Of Members: S.72 (1) provides that in the case of a reduction of share capital a member of the company so there past or present and shall not be liable in respect of

Negotiable instruments, Negotiable Instruments A negotiable instrument...

Negotiable Instruments A negotiable instrument cannot be described regards precision, although can be explained like a commercial document that represents money. Whether it pa

Reserve capital, RESERVE CAPITAL: The reserve capital is defined by S....

RESERVE CAPITAL: The reserve capital is defined by S.62 of the Act as the portion of the issued but uncalled capital of a limited company which the company's members, by speci

What is policy - enumerate the various sources of policy, Question 1: W...

Question 1: Why are some activities organized through private collective action, that is, the market whereas other activities are organized through public collective action?

Explain the role of ethics in entrepreneurship, 1. Explain the role of ‘Eth...

1. Explain the role of ‘Ethics' in Entrepreneurship. 2. What do you understand by ‘Public Limited Company'? 3. Difference between ‘Intrapreneur' & ‘Intrepreneur'. 4. What is ‘Copyr

Fitness for purpose - sales of goods, Fitness for Purpose - Sales of Goods ...

Fitness for Purpose - Sales of Goods However that goods such are bought for a particular purpose that are reasonably fit about that purpose:(S.16 (a))like Whether this conditi

Condition for liquidation - winding up, Condition for liquidation: The...

Condition for liquidation: The liquidation itself may render a charge over the company's assets void in any of the following circumstances: (a)     the charge was not reg

Liability of auditors, Liability of auditors: It would cover any act o...

Liability of auditors: It would cover any act of negligence - any actionable wrong by an officer of a company which did not involve any misapplication of the assets of the com

Statutory provisions, Statutory Provisions:  i) Definition of "Prospec...

Statutory Provisions:  i) Definition of "Prospectus" A prospectus is defined by S.2 as "any prospectus, notice, circular, advertisement or other invitation offering to the

Decision making regarding treatment vs non-treatment, In relation to the ...

In relation to the scenario below, discuss relevant ethical and legal issues that relate to decision making regarding treatment vs non-treatment.   Please note , you are

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