What Are Debenture?

Problems arose when Mr. Grant had begun a new company with the belief that he was no longer had shares in the first but Mr. Bragg opposed the existence of the contract between them. While the Chancery court upheld the claim that both parties had entered a contract through the other party’s positive response to the initial mail sent, the appellant opposed the judge’s decision and made an appeal in the higher court

Rule: Generally, a corporation is not bound by contracts entered into on its behalf prior to existence. However, a corporation can attain rights and subject itself to duties with respect to preincorporation matters. A contract that

Although courts are reluctant to hold an active shareholder liable for actions that are legally the responsibility of the corporation, even if the corporation has a single shareholder, they will often do so if the corporation was markedly noncompliant, or if holding only the corporation liable would be singularly unfair to the plaintiff. The ruling is based on common law precedents. In the US, different theories, most important "alter ego" or "instrumentality rule", attempted to create a piercing standard. Generally, the plaintiff has to prove that the incorporation was merely a formality and that the corporation neglected corporate formalities and protocols, such as voting to approve major corporate actions in the context of a duly authorized corporate meeting. This is quite often the case when a corporation facing legal liability transfers its assets and business to another corporation with the same management and shareholders. It also happens with single person corporations that are managed in a haphazard manner. As such, the veil can be pierced in both civil cases and where regulatory proceedings are taken against a shell corporation.

The thesis deals with the above concepts and discusses how the Companies Act 71 of 2008 (the Act) modified the law, particularly, by extending the legal capacity of a company and extinguishing or modifying the above rules which had previously restricted a company's ability

Contracts are an important part of everyday life. They are an essential part of business. As a student of a business law class, I will discuss in this paper several aspects of contracts. This paper will give a definition of a contract and the essential elements necessary to form a valid contract. It will briefly discuss breach of contract and the difference between a material breach and a nonmaterial breach of contract. Examples of legal and equitable remedies available for breach of contracts will be highlighted. Also, legal excuses for nonperformance or other grounds for discharge of contracts will be addressed. Finally, three types of common contracts personally and professionally encountered will be mentioned.

Learning Objective 1.2 ~ discuss the different types of companies which may be formed under the Corporations Act 2001

In this case, Kallessi Mc Tavish is the principal, Maya Stork is the agent and the new suppliers are the third party. Firstly, this is a case of ratification as all the requirements of ratification are met, i.e. there is a clear principal in existence. This requirement can be contradicted with the case of Kelner V Baxter 1866 LR 2 CP 174, where the directors ordered goods before the company was even formed and so could not be held to pay for the goods. Principal is in capacity. Ratification is timeous and can be contradicted with the case Goodall V Bilsland 1909 SC 1152, where the solicitor had 10 days to appeal against a license renewal of a wine merchant and won the case but the wine merchant appealed against this as the solicitor didn’t

X is the promoter of X Pty Ltd, a company to which X proposes to sell some land for

C. G. Blake Co. v. W. R. Smith & Son, Ltd., 147 Va. 960 (Va. 1926) "…If by mutuality of obligation is meant, as some courts have suggested, that there must be an undertaking on one side and a consideration on the other, the necessity for its existence cannot be questioned. But if, as other courts have said, mutuality of obligation means that a contract must be binding on both parties so that an action may be maintained by one against the other…”

After approval from the company’s executive board, John Penman knew that Nodal Logistics Corporation could invest in a $45 million industrial property of 800,000 square feet in Sao Paulo, Brazil. This represented an important long-term opportunity because the company’s global position could be greatly improved. However, the problem appear when Nodal Logistics’ legal department received a notification from their Sao Paulo based associate saying that, under Brazilian Law, all commercial real estate contracts must be

The first change according to Nace (2005) is that of easier incorporation “This new system of automatic approval for new corporate charters, known as general incorporation, had first been introduced in the late 1700s as a means of allowing churches to receive charters without the need to seek specific approval from the state legislature.” (p. 89). Easier incorporation that began in the late 1700s could be said to be the start of the empowerment of corporations. While only churches were granted general incorporation in the late 1700s, any individual according to Glasbeek (2002) can easily create a corporation in today’s corporate world “One of the more astonishing things about this legal creation (and there are many) is that there are virtually no legal barriers to hurdle for any individual who wants to form a corporation.” (p. 7). In essence, the first change marked the beginning of the empowerment of corporations by a way of making it easier to incorporate. In relation to easier incorporation, the second change is that of perpetual existence as it was described by Nace (2005) “The classic corporation was chartered for a limited term and had to periodically apply to have its charter extended — every six to fifty years, depending on the type of business. After the advent of general incorporation statutes, states gradually began to replace limited terms with perpetual terms (almost half done so by 1903)” (p. 91).

Contracts, business, and laws are three simple little words, but when put together they have a substantial impact on our everyday lives. Below we will discuss three case studies. The first case is between Chris, Matt, and Ian vs. Donald Margolin, who was injured when he used an aftershave lotion that he bought off the internet called Funny Face. The second case is between Sam, his landlord, and a national chain store. Sam is being accused of conducting business from his apartment and going back on a verbal promise. In the last case is two lifelong friends who decided to join in a partnership and open up a sporting goods shop. Therefore, before the appropriate court can proceed with the first case, the court should take into several considerations around the rules of jurisdiction, alternative dispute resolution (ADR), and whether or not corporation/or corporate offices can be held for the criminal or potential act. In the second case before the court can rule the court should determine the various elements of a valid contract, if a quasi-contract exists, a promissory estoppel, and the rights an obligation of a tenant would prevail on Sam 's claims. Finally, in the third case between Jeb and Josh, they should determine the type of business entity that will overall protect their business and personal needs.

In BROGDEN v METROPOLITAN RAIL CO it was held the railway company had accepted by placing orders since the amendment of the document, and in TRENTHAM LTD v ARCHITAL LUXFER the court used the 'reasonable man' to identify whether or not there has been acceptance. Both cases seemed to have reasonable outcomes; therefore the courts had been provided with satisfactory rules to help them reach a appropriate verdict. There are various different rules regarding acceptance. There must be a communication of acceptance from the offeree to the offeror. The case of YATES BUILDING v PULLEYN deals whether there had been a prescribed acceptance or not. It was held that there was no practical difference to the offeror therefore the acceptance method was binding. However in the case of ENTORES LTD v MILES FAR EAST CORPORATION there was no prescribed acceptance, yet it was held that the contract was formed in England as that was there acceptance had been received by telex. Other rules that can be used to decide whether there has been acceptance include a waiver of communication of acceptance; silence, which isn't a valid acceptance; ignorance, generally there isn't a binding contract; and acceptance via post using the postal rule. The postal rule can often be misused, as it states that a contract has been formed as

In this task, I will be evaluating the advantages and disadvantages of s partnership and private limited company. How majority shareholders protect their interests on the board of directors. Clarifying the rights and duties of a company director and how one is appointed to being a manager director. In addition the rights and duties of company auditor as well as their liabilities as an auditor.

Salomon v Salomon & Co established the key principle that an “incorporated company is a separate legal entity from its founder, shareholders and directors”. To further this point, the Albazero case provided authority within a group of companies, whereby each company is a separate legal entity with distinct legal