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



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Contrast UK position with USA:
"...where the notion of legal entity is used to defeat public convenience, justify wrong, protect fraud or defend crime, the law will regard the corporation as an association of persons.": US v Milwaukee Refrigerator Transit Co. (1905) 142 Fd 247, 255
• the US concept of inequitable incorporation:
fraud

undercapitalisation

domination by parent of subsidiary
See Whincup, supra; Cohn & Simitis, supra: and Schmitthoff [1976] JBL 305





COMPANY LAW 2008-2009
LECTURE OUTLINE
AGENCY: Contracting For the Company
Readings

  1. Gower and Davies Chapter 7 esp pp.151-178

  2. Hicks and Goo Chapter Parts 6.1 and 6.2 and Chapter 8 Part 8.2



(a) Actual authority of an agent:
Approach confirmed in Criterion Properties PLC v Stratford UK Properties LLC [2004] UKHL 28 per Lord Scott of Foscote para 30:

“This case turns, in my opinion, on the "authority" issue. If Mr. Glaser and Mr. Palmer either had actual authority……given by a person or body with power to confer that authority …… or, if they did not have actual authority, had apparent authority to do so, then I can see no reason why the SSA should not be held enforceable against Criterion. If, on the other hand, Mr Glaser and Mr Palmer had neither actual nor apparent authority to conclude the SSA, then the SSA could not be held enforceable against Criterion…….”

Express actual authority: through Regs 70 & 71 of Table A
Implied Authority
Freeman & Locker v. Buckhurst Park Properties Limited [1964] 1 All ER 630:
"Actual authority is a legal relationship between principal and agent created by consensual agreement to which they alone are parties. Its scope is to be determined by applying ordinary principles of construction of contracts....To this agreement the contractor is a stranger; he may be totally ignorant of the existence of any authority on the part of the agent. Nevertheless if the agent does enter into a contract pursuant to the 'actual' authority it does create contractual rights and liabilities between the principle and the contractor" (per Diplock LJ at 644).
Hely-Hutichinson v. Brayhead Ltd [1967] 3 All ER 98.




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