Topic 6 - Corporate Contracting Flashcards
Recap: What is the organic theory?
- Individuals such as directors or senior officers can be regarded as company itself
Should the Actus Reus and Mens Rea of the company be proven?
- YES
When would Directors, Senior Managers and Aggregated Knowledge amount to Corporate Contracting?
- If these positions reflect a broad use of their autonomy and responsibility
Info designated to several individuals, does that attribute collectively to form part of the normal internal communications?
Yes
What section talks about a company DIRECTLY entering a Corporate Contract?
S127 –> via a SEAL or without a SEAL
If a company does NOT have a seal (Where they enter into contract directly), what are the other ways in which they can execute a document?
2 Directors
Director + Secretary
Sole Director/Secretary
What are the 2 sub-topics in which a company may enter into a contract INDIRECTLY
Actual (Implied or Express)
Apparent/Ostensible Authority
What is Actual Authority
Expressed - given by the BOARD or contract
Implied (from role)
a) e.g. Managing director, giving someone constant authority to make decisions
What is Apparent Authority
- Representation that agent had authority
- By someone with ACTUAL authority
- 3rd party relies on it on a good faith basis
When can an outsider reasonably have Statutory Assumptions?
- If document appears to be executed under s127
- Officers performed duties appropriately (EVEN IF OTHERWISE)
- Third party acts in GOOD FAITH
What is the IMR?
- Protects outsiders acting in good faith even if company screws up
–> Royal British Bank v TUrquand
When does IMR NOT protect outsiders?
- Any clues of suspicion –> Northside Developments v Registrar-General
