Pre-Incorporation Contract Problem A creative use of the common law provides a number of ways of avoiding the common law pre-incorporation contract problem discussed above. 1. Promoter as Trustee of a Chose in Action: The promoter could be treated as a trustee of a chose in action for the corporation. This would put the promoter under a fiduciary obligation to enforce the contract and would allow an order permitting the company to sue in the name of the promoter as trustee. 2. Company as
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Analyse the major problems surrounding the pre-incorporation contracts and evaluate how fare these problems have been resolved by the provisions of section 36C of the Companies Act 1985‚ as amended by the Companies Act 2006. 1) what are pre-incorporation contracts 2) problems surrounding pre-incorporation contracts 3) how fare have these problems been resolved A company cannot enter into a contract before it exists as a legal person by being incorporated on its registration by the
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Topic: Liability of Promoters During Pre-incorporation contracts Table of Contents Introduction 3 Research Methodology 6 Research Questions 7 Chapter 1: Promoters and Pre-incorporation Contracts 8 Chapter 2: Fiduciary duty of the promoter 11 Chapter 3: Breach of the pre-incorporation contract and the Liability of Promoters 13 Conclusion 19 Bibliography 20 Introduction A company is an entity which is recognized and created by the law. It can only contract when the law deems it to come into
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The Issue was: ‘Incorporation into Contracts by Signature’ Law on the Issue L’Estrange v. Graucob [1934] 2 KB. 394 A woman signed a contract for the purchase of a cigarette vending machine without reading the contract. The contract contained an exclusion clause‚ which took away all her rights under the Sale of Goods Act. The machine proved faulty and it was held that the sellers could rely on the clause because the purchaser had signified her consent to the terms of the contract by signing it
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The common law view of pre-registration contracts was that the company did not exist for legal purposes until it had been formally incorporated (registered). This common law view resulted in company’s being unable to enter a binding contract until they had been registered. However "given the delays which can be encountered in the registration process‚ the promoter of a company may wish to enter into contracts `for’ the company prior to its incorporation" . An example of this may be a promoter
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4.2 Pre-contract Stage Contractor’s Tendering Procedure • Agreement to tender • Decision to tender • Examination of tender documents • Estimating process timetable • Enquires of quotations • Method statement and tender programme • Site visit • Outstanding information resolved with consultants • Pricing process • Adjudication • Submission of tender *In pricing process: • All-in-rates for trade items or BQ • Domestic sub-contractors and suppliers • Nominated sub-contractors and
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MEETING MINUTES OF PRE INCORPORATION MEETING DATE : FEBRUARY 17‚ 2015 (TUESDAY) TIME : 9.00 A.M. – 11.30 A.M. VENUE : Level 13A‚ Open Library. ATTENDEES PRESENT 1. Nor Hayati Binti Mustafa 2. Nur Adawiyah Binti Mat Rodzi 3. Nur Amalina Izati Binti Kamarul Bahren 4. Nur Atikah Binti Ahmad Zawawi 5. Nur Fatehah Binti Anuar 6. Nur Hafizah Binti Mazlam 7. Nur Hanani Binti Adrus 8. Nurul Jannah Binti Mohd Jamil 9. Nurul Nabilah Binti Mansor 10. Nurul Syahiroh
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INTRODUCTION In common usage‚ ‘Company’ means an association of persons associated for some common purpose. The common object may be business‚ charity‚ research etc. The persons are united for achieving a common objective‚ normally‚ for earning profits‚ which are shared by the investors. Definition of Company: Section 3 (1) (i) of the Companies Act‚ 1956 defines a company as: “A company registered and formed under this Act or an existing company.” The above definition does not give clear
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as a person‚ a human being. This artificial person can own land and other property‚ enter into contracts‚ sue and be sued‚ have a bank account in its own name‚ owe money to others and be a creditor of other people and other companies‚ and employ people to work for it (2). Section 16(5) of the Companies Act 1965 states that on and from the date of incorporation specified in the certificate of incorporation the subscribers to the memorandum together with such other persons. (Anon.‚ 1973) This is because
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..............................................................5 Directors as Trustees: ............................................................................................................................................5 The Veil of Incorporation ...........................................................................................................................................5 Cases ...............................................................................................
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