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Page 15

CHAPTER 2
THE MEMORANDUM OF ASSOCIATION

None of the company's money can be spent except on the objects set out in the memorandum. If a director parts with the company's money or property for an ultra vires purpose, he will be liable to the company for the loss it has sustained, even if he acted in good faith, because the company itself cannot legally authorise him to do an ultra vires act. The company can, however, in such a case, validly resolve not to sue him, and there is nothing ultra vires in their so doing. (18)

Main Object.-When the memorandum contains various objects, one .of them may be considered to be the main or principal object of the company, and the remainder to be subsidiary objects. When the main object of the company fails for any reason, the substratum of the company is said to have gone, and the company may be wound up.
In re German Date Coffee Co. (1882), 20 Ch. D. 169. The objects of the company were (1) to work a German patent for manufacturing coffee from dates, (2) to acquire and use any other inventions for that or similar purposes, (3) to import and export all descriptions of produce for the purpose of food. The German patent was never granted, but the company acquired a Swedish patent for the same purpose and also made coffee from dates without a patent in Hamburg. The company was solvent, and the majority of the shareholders wished to continue the company. Held, the substratum had failed, and the company could be wound up, as it was impossible to carry out the objects for which it was formed.
" Where on the face of the memorandum you see there is a distinct purpose which is the foundation of the company, then, although the memorandum may include other general words which include the doing of other objects, these general words must be read as being ancillary to that which the memorandum shows to be the main purpose, and if the main purpose fails and fails altogether, then, . . . the substratum of the association fails."-Per Kay, J.
A company can only be wound up on this ground on a shareholder's petition, but no shareholder is obliged to petition to have the company wound up if he would prefer it to carry on some other business authorised by its memorandum.
Although the main object of the company may have failed, there is nothing ultra vires in its carrying on business in pursuance of one of its other objects, because nothing is ultra vires which is expressly authorised by the memorandum.
Cotman v. Brougham, [1918] A. C. 514. A company had an objects clause with thirty sub-clauses enabling it to carry on almost every kind of business. The first sub-clause authorised the development of rubber plantations and the twelfth authorised the company to deal in any shares of any company. The objects clause concluded with a declaration that every sub-clause should be deemed a substantive clause not subsidiary to the objects in the first sub-clause. The company underwrote shares in an oil company. Held, the contract was not ultra vires.

18 See Buckley, Companies Acts (llth ed.), pp. 725, 726.

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where is HTML where is HEAD where is TITLE None of what is company's money can be spent except on what is objects set out in what is memorandum. If a director parts with what is company's money or property for an ultra vires purpose, he will be liable to what is company for what is loss it has sustained, even if he acted in good faith, because what is company itself cannot legally authorise him to do an ultra vires act. what is company can, however, in such a case, validly resolve not to sue him, and there is nothing ultra vires in their so doing. (18) Main Object.-When what is memorandum contains various objects, one .of them may be considered to be what is main or principal object of what is company, and what is remainder to be subsidiary objects. When what is main object of what is company fails for any reason, what is substratum of what is company is said to have gone, and what is company may be wound up. In re German Date Coffee Co. (1882), 20 Ch. D. 169. what is objects of what is company were (1) to work a German patent for manufacturing coffee from dates, (2) to acquire and use any other inventions for that or similar purposes, (3) to import and export all descriptions of produce for what is purpose of food. what is German patent was never granted, but what is company acquired a Swedish patent for what is same purpose and also made coffee from dates without a patent in Hamburg. what is company was solvent, and what is majority of what is shareholders wished to continue what is company. Held, what is substratum had failed, and what is company could be wound up, as it was impossible to carry out what is objects for which it was formed. " Where on what is face of what is memorandum you see there is a distinct purpose which is what is foundation of what is company, then, although what is memorandum may include other general words which include what is doing of other objects, these general words must be read as being ancillary to that which what is memorandum shows to be what is main purpose, and if what is main purpose fails and fails altogether, then, . . . what is substratum of what is association fails."-Per Kay, J. A company can only be wound up on this ground on a shareholder's petition, but no shareholder is obliged to petition to have what is company wound up if he would prefer it to carry on some other business authorised by its memorandum. Although what is main object of what is company may have failed, there is nothing ultra vires in its carrying on business in pursuance of one of its other objects, because nothing is ultra vires which is expressly authorised by what is memorandum. Cotman v. Brougham, [1918] A. C. 514. A company had an objects clause with thirty sub-clauses enabling it to carry on almost every kind of business. what is first sub-clause authorised what is development of rubber plantations and what is twelfth authorised what is company to deal in any shares of any company. what is objects clause concluded with a declaration that every sub-clause should be deemed a substantive clause not subsidiary to what is objects in what is first sub-clause. what is company underwrote shares in an oil company. Held, what is contract was not ultra vires. 18 See Buckley, Companies Acts (llth ed.), pp. 725, 726. 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 15 where is strong CHAPTER 2 what is MEMORANDUM OF ASSOCIATION where is p align="justify" None of what is company's money can be spent except on what is objects set out in what is memorandum. If a director parts with what is company's money or property for an ultra vires purpose, he will be liable to what is company for what is loss it has sustained, even if he acted in good faith, because what is company itself cannot legally authorise him to do an ultra vires act. what is company can, however, in such a case, validly resolve not to sue him, and there is nothing ultra vires in their so doing. (18) Main Object.-When what is memorandum contains various objects, one .of them may be considered to be what is main or principal object of what is company, and what is remainder to be subsidiary objects. When what is main object of what is company fails for any reason, what is substratum of what is company is said to have gone, and what is company may be wound up. In re German Date Coffee Co. (1882), 20 Ch. D. 169. what is objects of what is company were (1) to work a German patent for manufacturing coffee from dates, (2) to acquire and use any other inventions for that or similar purposes, (3) to import and export all descriptions of produce for what is purpose of food. what is German patent was never granted, but what is company acquired a Swedish patent for what is same purpose and also made coffee from dates without a patent in Hamburg. what is company was solvent, and what is majority of what is shareholders wished to continue what is company. Held, what is substratum had failed, and what is company could be wound up, as it was impossible to carry out what is objects for which it was formed. " Where on what is face of what is memorandum you see there is a distinct purpose which is what is foundation of what is company, then, although what is memorandum may include other general words which include what is doing of other objects, these general words must be read as being ancillary to that which what is memorandum shows to be what is main purpose, and if what is main purpose fails and fails altogether, then, . . . what is substratum of what is association fails."-Per Kay, J. A company can only be wound up on this ground on a shareholder's petition, but no shareholder is obliged to petition to have what is company wound up if he would prefer it to carry on some other business authorised by its memorandum. Although what is main object of what is company may have failed, there is nothing ultra vires in its carrying on business in pursuance of one of its other objects, because nothing is ultra vires which is expressly authorised by what is memorandum. Cotman v. Brougham, [1918] A. C. 514. A company had an objects clause with thirty sub-clauses enabling it to carry on almost every kind of business. what is first sub-clause authorised what is development of rubber plantations and what is twelfth authorised what is company to deal in any shares of any company. what is objects clause concluded with a declaration that every sub-clause should be deemed a substantive clause not subsidiary to what is objects in what is first sub-clause. what is company underwrote shares in an oil company. Held, what is contract was not ultra vires. 18 See Buckley, Companies Acts (llth ed.), pp. 725, 726. where is Server.Execute("_SiteMap.asp") %

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