Ratio | |
A breach of fiduciary duty by a director will result in a voidable contract. It is not void from the outset, rather it is voidable at the company's instance | |
If the concealment of a principal is part of the intention to deceive, old case law says that this means the principal is not liable, but this hasn't been applied broadly | |
The definition of 'negotiate' in terms of commercial agents' regulations, is debated. In this case, agent did not apply to a petrol garage owner | |
For Ratification, the agent must have purported to be an agent at the time of entering the transaction | |
A contract to limit the exercise of a statutory power to amend articles is unenforceable | |
This case controversially ruled that a person can hold multiple directorships, even in competing companies | |
If an agent acts outside of his authority then P has a right to relief from any liabilities occured | |
In relation to variation of running the partnership, when there is a split vote, the status quo prevails | |
The court will look at equitable principles to see if majority shareholders have acted in good faith | |
Receipt of a share of profits is a sign that you are a partner, but is not sufficient in and of itself to make you a partner | |
An agent has a right to commission | |
In relation to altering the way a partnership is run, a majority may only win if all partners are present and able to present their view | |
If shares are allotted, not issued, then you don't have any title to them, rather you have a personal right in contract to obtain them | |
A director cannot enter into an ultra vires contract with himself - s39 applies only to protect vulnerable third parties | |
Current Scottish authority on compensation for commercial agents - now doubted | |
A partner who had received a conviction for dishonesty was reason enough to dissolve the partnership, although the decision is probably a little harsh by modern standards | |
An example of incorporation to circumvent a restrictive covenant | |
A firm is entitled to disgorge any profit made by a partner who breaches their fiduciary duty | |
An agent is bound to act with a duty of skill and care. The standard is that of a reasonable and competent, careful member of the profession | |
This case defines a share as: a measure of your liability and interest in a company | |
The courts now take a purposive approach to commercial agents regulations regarding 'negotiation' to ensure that agents are protected | |
A director's powers should only be utilised for proper purposes | |
This case allowed weighted votes; here a director-shareholder gave himself enough votes to outvote everyone and entrench his role in the company | |
The courts have said that the best remedy for minority shareholder protection is just to seek a buy out of your shares | |
A principal must make an informed choice to ratify | |
A signature on behalf of a principal should be indicative of their agency | |
The issue where there is an undisclosed principal is whether the 3rd party wouldn't have taken the risk of contracting with anyone but the agent | |
Courts will only pierce the corporate veil when the company is a facade, sham or device to conceal the true facts | |
An agent must account to P for any benefits received from third parties | |
A director has a duty to avoid conflicts of interest. This is enshrined in statutory form, but this case provides us with an example of conflicted interests | |
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