Overend Gurney & Co. v. Gurney (1869) L.R. Cotton LJ in Re Cape Breton Co (1885) said that his duty as a promoter may arise even at the time he purchases a property with the property with the intention of selling it to the company he is going to incorporate. 492 (benefit to directors and stranger): Re New Travellers' Chambers Ltd. (1896) 12 T.L.R. cit. 16 January 2009. 15 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. INCORPORATION OF A COMPANY - Coggle Diagram D. 795, followed by the Court of Appeal in Ladywell Mining Co. v. Brookes (1887) 35 Ch. 167Google Scholar (where the possibility of a claim in negligence is referred to). 619: 8 directors, 2 trustees, 3 public officers (for the purposes of litigation). 4 Ch.App. (1888) 40 Ch.D. Ch. 399 would appear, to the contrary, to confer this power on the remaining members of the board, that case is probably explicable on the grounds that there the directors were also all the shareholders. 87Google Scholar. Pawling (1954) 71 R.P.C. Maitland, Equity, 2nd ed., by Brunyate, (Cambridge, 1936), p. 88.Google Scholar Charitable trustees are a regular exception to the requirement of unanimity. 113Google Scholar. 69, 7981; [1963] C.L.J. 319; Re North Australian Territory Co., Archer's Case [1892] 1 Ch. 80 Re Thomson, supra, may perhaps be supported on this ground. 475; Re Kingston Cotton Mill (No. What has received considerably less attention is the meaning of ratification itself. 81 Henderson v. Huntington Copper & Sulphur Co. (1877) 5 R. 487. page 143 note 18 See, e.g., Letang v. Ottawa Electric Rly Co. [1926] A.C. 725, 731 (tort); and Boulting v. A.C.T.T. 12 Greenhalgh v. Arderne Cinemas Ltd. [1951]Google Scholar Ch. How far has the law acknowledged these differences? 246Google Scholar, is that only those transactions which amount to a fraud on the creditors are beyond the control of the unanimous vote of the shareholders (at least to authorise in advance). v. Sutton (1742) 2 Atk. 763; Re Denham & Co. (1883) 25 Ch.D. 634Google Scholar; Pavlides v. Jensen [1956] Ch. This is also the position in Australia: Legione v. Hateley (1983) 57 A.L.J.R. page 130 note 59 See MacDougall v. Gardiner (1875) 1 Ch. 442Google Scholar, both Cumming-Bruce L.J. 226), so that there could be no breach of trust by the corporation in which the director could be involved; and, further, if this view were correct, the proper plaintiffs in Charitable Corpn. But in another sense he is not honest. 19 Re Kingston Cotton Mill (No. The somewhat problematic successor to the self-dealing rule in company law is Companies Act 2006, s. 177. . 204. 30 This approach is given especial emphasis when relief is sought by summary proceedings in a winding up, under the Companies Act 1948, . 407 (both dealing with an exemption from liability in negligence).
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