Company law I 2008 2009 semester one lecture outline I an overview of our company Law Course



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Pre-incorporation Contracts

(See: Gower and Davies 8th Edition pp114-118 and Hicks and Goo 6th edition pp83-91)




  • The company cannot be bound to a contract before it is formed either when the contract is made or later by adopting it – Kelner v Baxter (1866) LR 2 CP 174 but the person who purports to make the contract on behalf of the non-existent company will be personally liable on it “subject to any agreement to the contrary”– section 51 of the 2006 Act implementing art 7 of the First EEC Company Law Directive.




  • Any “agreement to the contrary” must be clear and explicit. Signing “on behalf of the company” or in a similar way is not enough on its own –Phonogram Ltd v Lane [1982] QB 938 CA







  • Read Hicks 7 Goo 5th Edition pp 70-75 for relevant extracts from the earlier case law and the precise wording of the section and see Braymist Ltd v Wise Finance Company Ltd [2002] EWCA Civ 127 [2002] Ch 273





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