Ratification and Administration of Companies ss. 180-186
Description
Post Graduate COMMERCIAL AND BUSINESS LAW Mind Map on Ratification and Administration of Companies ss. 180-186, created by Darshan Roopun on 08/26/2013.
Ratification and Administration of Companies ss. 180-186
S. 180 - Ratification of certain actions of directors
The purported exercise by a director or the Board of a company of a power
vested in the shareholders or any other person
may be ratified or approved by those shareholders or that
person in the same manner in which the power may be
exercised.
shall be deemed to be, and always to have been, a proper and valid
exercise of that power.
S. 181 - Method of contracting
where made between private persons
would he required to he in writing
signed under the common seal of the company; or
by any person acting under its authority
express or implied,
may be varied or discharged;
made between private
persons would be valid if made
orally
on behalf of the company by any person
acting under its authority, and may be varied
or discharged.
entering into a contract or other enforceable
obligation in writing under a common seal, where it
has one.
whether or not that contract or obligation was entered
into in Mauritius
whether or not the law governing the contract or
obligation is the law of Mauritius.
S. 182 - Attorneys
Subject to its constitution
appoint a person as its attorney either generally or in
relation to a specified matter.
An act of the attorney in accordance with the instrument binds the company.
S. 183 - Pre-incorporation contracts may be ratified
"pre-incorporation contract" means
contract purporting to be made by a company before its incorporations
a contract made by a person on behalf of a company before and in
contemplation of its incorporation.
a pre-incorporation contract may be ratified within such period
as may be specified in the contract
where no period is specified - within a reasonable time after the
incorporation of the company in the name of which, or on behalf of
which, it has been made.
A contract that is ratified is as valid and enforceable as if the company
had been a party to the contract when it was made.
A pre-incorporation contract may be ratified by a company in
the same manner as a contract
S. 184 - Warranties implied in pre-incorporation contracts
there is an implied warranty by the person who purports to make the
contract in the name of, or on behalf of, the company
unless a contrary intention is expressed in the contract
that the company shall be incorporated within such period
as may be specified in the contract, or if no period is
specified, then within a reasonable time after the making of
the contract
that the company shall ratify the contract within such period
as may be specified in the contract, or if no period is
specified, then within a reasonable time after the
incorporation of the company.
The amount of damages recoverable in an action for breach of a warranty
implied shall be the same as the amount of damages that
would be recoverable in an action against the company for damages for
breach by the company of the unperformed obligations under the contract
where the contract had been ratified by the company.
a pre-incorporation contract, not being a contract
ratified by the company under section 180, the liability
of a person , including any liability under an order
made by a court for the payment of damages, shall be
discharged.
S. 185 - Failure to ratify
a pre-incorporation contract that has not been ratified by the
company after its incorporation
may apply to the Court for an order
directing the company to return property, whether
real or personal, acquired under the contract to that
party
for any other relief in favour of that party relating
to that property
validating the contract whether in whole or in part
The Court may, if it considers it just and equitable to do
so, make any order or grant any relief it thinks fit and
may do so
S. 186 - Duties of promoters
Until the formation of a company is complete and its working capital has been raised
promoter shall
observe the utmost good faith towards the company in any
transaction with it or on its behalf
shall compensate the company for any loss suffered by it by
reason of his failure to exercise such good faith.
A promoter who acquires any property or information in circumstances in which
it was his duty to acquire it on behalf of the company shall account to the
company for such property and for any profit which he may have made from the
use of such property or information.
Any transaction between a promoter and a company
may be rescinded by the company
UNLESS
after full disclosure of all material facts
known to the promoter; the transaction has
been entered into or ratified on behalf of the
company -
where no director is a relative or nominee of the
promoter, by the Board of directors
by all the members
by the company at a meeting of shareholders at
which neither the promoter nor the holder of any
shares in which he is beneficially interested shall
have voted on the resolution to enter into that
transaction.
the Court may relieve a promoter on such terms as it thinks
fit from any liability where in all the circumstances, including
lapse of time, the Court thinks it equitable so to do.