Corporations Law Assignment

2448 WordsJun 5, 201110 Pages
CLAW 2201 Corporations Law Assignment Introduction The Corporations Act[1] neither codifies nor excludes rulings at common law in relation to a company’s dealings with outsiders.[2] This means that in advising TV Treats of their contractual obligations, consideration need be paid to both common law and statutory positions. While there is some overlap between the two, inconsistencies between sources of law can result, leaving legislation to take precedence. A. Authority of a Company Secretary In considering whether or not TV Treats is bound to pay for both the cocktail party and sponsorship of the soccer team, the key concerns for the company are whether they can rely on constructive notice, whether or not Jennifer has authority…show more content…
For while EventsRUs could assume that Jennifer was validly appointed and had the customary authority of a secretary, it remains unlikely that sponsorship arrangements fall within the customary powers of secretaries. To this end, in the absence of a representation by the board, TV Treats should not be bound to pay for the soccer sponsorship. Summary of Findings: TV Treats will be bound to pay for the cocktail party, but should be able to avoid their obligations to the soccer team, under both common law and statutory positions. B. Execution of Documents Whether TV Treats will be bound by the banking contract form depends on a number of factors; whether the contract was properly executed, whether outsiders are affected by management irregularities, and whether Kevin had authority to warrant that the document was genuine. Common Law: In order to bind TV Treats, the banking contract form must have been properly executed. This requires the signatures from either two directors, or both a director and a company secretary. In this case, given that Philippa did not have authority to sign as company secretary, the contract should be deemed ineffective. However, internal management rules may apply. The question then, is whether TV Treats can escape liability arising from the fact that the Seven Network should have known Philippa did not have authority to sign as company secretary. Considering again the relevance of Turquand’s case[10] to the doctrine of
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