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ultra vires - Coggle Diagram
ultra vires
history of the doctrine
Ashbury Railway railway carriages, contract to make rail - ultra vires void and unenforcable
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Cotman v Broughman if certificate of incorporation granted couldn't do anything to curtail objects clause- independent objects rule - each object to be read independently
Bell Houses v City Wall Properties - directors could enter any contract velieved to be advantegeous to the company - subjective element
power vs objects
Re Horsel & Weight not every object clause is capable of standing as independent object - if not then a power - can only exercise powers in furtherance of objects of the company
Rolled Steel Products v British Steel if a sub clause is not a substantive object be construed as an express ancillary power
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old school - if ancillary power not use in furtherance of object then ultra vires - introductiosn v national provincial bank - express ancillary power not in furtherance of object so void
new school - abuse of directors power not up to outsider to investigate - Rolled Steel and MC Cummins
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Anglo Overseas Agencies v Green identify the main objects and then all ancillary objects only valid if fitted main objects
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s973 0 DAC- any provision of company constitution can't limit validity of act done by company - members can apply to restrain company if acting outsider clause
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