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Page 14

CHAPTER 2
THE MEMORANDUM OF ASSOCIATION

Ashbury Carriage Co., Ltd. v. Riche (1875), L. R. 7 H. L. 653. A company was incorporated with the following objects: (1) to make, and sell, or lend on hire railway carriages and wagons; (2) to carry on the business of mechanical engineers and general contractors; (3) to purchase, lease, work and sell mines, minerals, land and buildings. It contracted to purchase a concession for making a railway in Belgium. Held, the contract was ultra vires and void.
" This contract was entirely . . beyond the objects in the mamorandum of association. If so, it was thereby placed beyond the powers of the company to make the contract. If so, . . it is not a question whether the contract ever was ratified or was not ratified. If it was a contract void at its beginning, it was void because the company could not make the contract. If . . . every shareholder of the company had said, ` That is a contract which we desire to make . . . ' the case would not have stood in any different position from that in which it stands now. The shareholders would thereby, by unanimous consent, have been attempting to do the very thing which, by the Act of Parliament, they were prohibited from doing."-Per Lord Cairns.
When, however, an object is set out in the memorandum, the company has power to do everything which is reasonably necessary to carry out that object. The doctrine of ultra vires " ought to be reasonably, and not unreasonably, understood and applied, and whatever may fairly be regarded as incidental to or consequential upon those things which the Legislature has authorised, ought not (unless expressly prohibited) to be held, by judicial construction, to be ultra vires." (16)
Deuchar v. Gas Light and Coke Co., [1925] A. C. 691. A gas company was empowered (a) to make and supply gas, (b) to manufacture and sell residuals arising from gas making, and (c) to provide such apparatus and materials as it deemed requisite for those purposes. To convert a particular residual into a marketable product, caustic soda, which was not a residual, was required. The company, after for many years purchasing all the caustic soda it wanted, decided to manufacture its own. Held, such a course was not ultra vires, because a power to provide caustic soda included by reasonable implication a power to manufacture it.
The incidental powers can only be exercised in so far as they are necessary to achieve the objects set out in the memorandum. For example, in the case last cited, the power to manufacture caustic soda was confined to that of manufacturing so much only as was required in connection with residuals; if it had been desired to manufacture it for sale to the public, such a course would have been ultra vires.
Although a company can neither enforce nor be held liable on an ultra vires contract, there is nothing to prevent it from protecting property acquired by an ultra vires expenditure. (17)
A company can be restrained by injunction, obtained at the suit of one of its shareholders, from doing an ultra vires act.

16 Per Lord Selborne, in A.-G. v. G. E. By. (1880), 5 App. Cas. 473.
17 A yers v. South Australian Banking Co., L. R. 3 C. P. at pp. 558, 559; Nat. Telephone Co. v. Constables of St. Peter Port, [1900] A. C. 317, 321.

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where is HTML where is HEAD where is TITLE Ashbury Carriage Co., Ltd. v. Riche (1875), L. R. 7 H. L. 653. A company was incorporated with what is following objects: (1) to make, and sell, or lend on hire railway carriages and wagons; (2) to carry on what is business of mechanical engineers and general contractors; (3) to purchase, lease, work and sell mines, minerals, land and buildings. It contracted to purchase a concession for making a railway in Belgium. Held, what is contract was ultra vires and void. " This contract was entirely . . beyond what is objects in what is mamorandum of association. If so, it was thereby placed beyond what is powers of what is company to make what is contract. If so, . . it is not a question whether what is contract ever was ratified or was not ratified. If it was a contract void at its beginning, it was void because what is company could not make what is contract. If . . . every shareholder of what is company had said, ` That is a contract which we desire to make . . . ' what is case would not have stood in any different position from that in which it stands now. what is shareholders would thereby, by unanimous consent, have been attempting to do what is very thing which, by what is Act of Parliament, they were prohibited from doing."-Per Lord Cairns. When, however, an object is set out in what is memorandum, what is company has power to do everything which is reasonably necessary to carry out that object. what is doctrine of ultra vires " ought to be reasonably, and not unreasonably, understood and applied, and whatever may fairly be regarded as incidental to or consequential upon those things which what is Legislature has authorised, ought not (unless expressly prohibited) to be held, by judicial construction, to be ultra vires." (16) Deuchar v. Gas Light and Coke Co., [1925] A. C. 691. A gas company was empowered (a) to make and supply gas, (b) to manufacture and sell residuals arising from gas making, and (c) to provide such apparatus and materials as it deemed requisite for those purposes. To convert a particular residual into a marketable product, caustic soda, which was not a residual, was required. what is company, after for many years purchasing all what is caustic soda it wanted, decided to manufacture its own. Held, such a course was not ultra vires, because a power to provide caustic soda included by reasonable implication a power to manufacture it. what is incidental powers can only be exercised in so far as they are necessary to achieve what is objects set out in what is memorandum. For example, in what is case last cited, what is power to manufacture caustic soda was confined to that of manufacturing so much only as was required in connection with residuals; if it had been desired to manufacture it for sale to what is public, such a course would have been ultra vires. Although a company can neither enforce nor be held liable on an ultra vires contract, there is nothing to prevent it from protecting property acquired by an ultra vires expenditure. (17) A company can be restrained by injunction, obtained at what is suit of one of its shareholders, from doing an ultra vires act. 16 Per Lord Selborne, in A.-G. v. G. E. By. (1880), 5 App. Cas. 473. 17 A yers v. South Australian Banking Co., L. R. 3 C. P. at pp. 558, 559; Nat. Telephone Co. v. Constables of St. Peter Port, [1900] A. C. 317, 321. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 14 where is strong CHAPTER 2 what is MEMORANDUM OF ASSOCIATION where is p align="justify" Ashbury Carriage Co., Ltd. v. Riche (1875), L. R. 7 H. L. 653. A company was incorporated with what is following objects: (1) to make, and sell, or lend on hire railway carriages and wagons; (2) to carry on what is business of mechanical engineers and general contractors; (3) to purchase, lease, work and sell mines, minerals, land and buildings. It contracted to purchase a concession for making a railway in Belgium. Held, what is contract was ultra vires and void. " This contract was entirely . . beyond what is objects in what is mamorandum of association. If so, it was thereby placed beyond what is powers of what is company to make what is contract. If so, . . it is not a question whether what is contract ever was ratified or was not ratified. If it was a contract void at its beginning, it was void because what is company could not make what is contract. If . . . every shareholder of what is company had said, ` That is a contract which we desire to make . . . ' what is case would not have stood in any different position from that in which it stands now. what is shareholders would thereby, by unanimous consent, have been attempting to do what is very thing which, by what is Act of Parliament, they were prohibited from doing."-Per Lord Cairns. When, however, an object is set out in what is memorandum, what is company has power to do everything which is reasonably necessary to carry out that object. what is doctrine of ultra vires " ought to be reasonably, and not unreasonably, understood and applied, and whatever may fairly be regarded as incidental to or consequential upon those things which what is Legislature has authorised, ought not (unless expressly prohibited) to be held, by judicial construction, to be ultra vires." (16) Deuchar v. Gas Light and Coke Co., [1925] A. C. 691. A gas company was empowered (a) to make and supply gas, (b) to manufacture and sell residuals arising from gas making, and (c) to provide such apparatus and materials as it deemed requisite for those purposes. To convert a particular residual into a marketable product, caustic soda, which was not a residual, was required. what is company, after for many years purchasing all what is caustic soda it wanted, decided to manufacture its own. Held, such a course was not ultra vires, because a power to provide caustic soda included by reasonable implication a power to manufacture it. what is incidental powers can only be exercised in so far as they are necessary to achieve what is objects set out in what is memorandum. For example, in what is case last cited, what is power to manufacture caustic soda was confined to that of manufacturing so much only as was required in connection with residuals; if it had been desired to manufacture it for sale to what is public, such a course would have been ultra vires. Although a company can neither enforce nor be held liable on an ultra vires contract, there is nothing to prevent it from protecting property acquired by an ultra vires expenditure. (17) A company can be restrained by injunction, obtained at what is suit of one of its shareholders, from doing an ultra vires act. 16 Per Lord Selborne, in A.-G. v. G. E. By. (1880), 5 App. Cas. 473. 17 A yers v. South Australian Banking Co., L. R. 3 C. P. at pp. 558, 559; Nat. Telephone Co. v. Constables of St. Peter Port, [1900] A. C. 317, 321. where is Server.Execute("_SiteMap.asp") %

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