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Page 24

CHAPTER 3
ARTICLES OF ASSOCIATION

Burdett v. Standard Exploration Co., Ltd. (1899), 16 T. L. R. 112. On May 18th F,, applied for shares in the company, and on May 20th shares were allotted to him. On May 23rd the shares were fully paid up, but no share certificate was issued. The articles provided that each member of the company was entitled to a share certificate. On Nov. 28th, B. brought an action under the articles for a share certificate. Held, he was entitled under the articles to a certificate. [NOTE. -This was before the passing of s. 67, which requires a company to issue a share certificate within two months of allotment.]
In conformity with this principle a member can, by injunction, restrain the company from acting in contravention of its articles.(9)
3. No right given by the articles to a member in a capacity other than that of member, as, for instance, as solicitor, promoter, or director, can be enforced against the company.
Eley v. Positive Life Assurance Co. (1876), 1 Ex. D. 20, 88. The articles provided that E. should be the solicitor to the company. He was employed for a time, but subsequently the company ceased to employ him. Held, E. could not enforce the article in question against the company.
Browne v. La Trinidad (1888), 37 Ch. D. 1. By an agreement between B. and a trustee for an intended company, it was agreed that B. should be a director of the company, and should not be removable till after 1888. The articles provided that the company should adopt and carry this agreement into effect. Held; the articles contained no contract binding the company to employ B. as director.
" The contractual force given to the article by [section 20] is limited to such provisions of the articles as apply to the relationship of the members in their capacity as members." (10)
Although a special right given to a member by the articles cannot be enforced against the company, yet if the articles set out the terms of a contract with the company, and there has been part performance of that contract, the contract between the member and the company will be deemed to have been made on the terms of the articles.
In re -Yew British Iron Co., Ltd., [1898] 1 Ch. 324. The articles provided that the remuneration of the directors should be the annual sum of £1,000. The directors were employed and accepted office on the footing of the articles, but no specific contract was made. Held, they were employed at a remuneration of £1,000 a year.
" The article is not itself a contract between thee company and the directors. ... But where on the footing of that article the directors are employed by the company and accept office the terms of the article are embodied in and form part of the contract between the company and the directors."-Per Wright, J.
Such a contract, however, can always be varied by an alteration of the articles. If, therefore, the articles declare that X. shall be a permanent director during his lifetime and X. takes up the appointment on the terms of the articles, without any contract outside of the

9 Wood v. Odessa Waterworks Co. (1889), 42 Ch. D. 636.
10 Per Greene,M.R, ,in .Beattie v. Bea.tt,ve,Ltd., supra,, at p 721.

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where is HTML where is HEAD where is TITLE Burdett v. Standard Exploration Co., Ltd. (1899), 16 T. L. R. 112. On May 18th F,, applied for shares in what is company, and on May 20th shares were allotted to him. On May 23rd what is shares were fully paid up, but no share certificate was issued. what is articles provided that each member of what is company was entitled to a share certificate. On Nov. 28th, B. brought an action under what is articles for a share certificate. Held, he was entitled under what is articles to a certificate. [NOTE. -This was before what is passing of s. 67, which requires a company to issue a share certificate within two months of allotment.] In conformity with this principle a member can, by injunction, restrain what is company from acting in contravention of its articles.(9) 3. No right given by what is articles to a member in a capacity other than that of member, as, for instance, as solicitor, promoter, or director, can be enforced against what is company. Eley v. Positive Life Assurance Co. (1876), 1 Ex. D. 20, 88. what is articles provided that E. should be what is solicitor to what is company. He was employed for a time, but subsequently what is company ceased to employ him. Held, E. could not enforce what is article in question against what is company. Browne v. La Trinidad (1888), 37 Ch. D. 1. By an agreement between B. and a trustee for an intended company, it was agreed that B. should be a director of what is company, and should not be removable till after 1888. what is articles provided that what is company should adopt and carry this agreement into effect. Held; what is articles contained no contract binding what is company to employ B. as director. " what is contractual force given to what is article by [section 20] is limited to such provisions of what is articles as apply to what is relationship of what is members in their capacity as members." (10) Although a special right given to a member by what is articles cannot be enforced against what is company, yet if what is articles set out what is terms of a contract with what is company, and there has been part performance of that contract, what is contract between what is member and what is company will be deemed to have been made on what is terms of what is articles. In re -Yew British Iron Co., Ltd., [1898] 1 Ch. 324. what is articles provided that what is remuneration of what is directors should be what is annual sum of £1,000. what is directors were employed and accepted office on what is footing of what is articles, but no specific contract was made. Held, they were employed at a remuneration of £1,000 a year. " what is article is not itself a contract between thee company and what is directors. ... But where on what is footing of that article what is directors are employed by what is company and accept office what is terms of what is article are embodied in and form part of what is contract between what is company and what is directors."-Per Wright, J. Such a contract, however, can always be varied by an alteration of what is articles. If, therefore, what is articles declare that X. shall be a permanent director during his lifetime and X. takes up what is appointment on what is terms of what is articles, without any contract outside of what is 9 Wood v. Odessa Waterworks Co. (1889), 42 Ch. D. 636. 10 Per Greene,M.R, ,in .Beattie v. Bea.tt,ve,Ltd., supra,, at p 721. 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 24 where is strong CHAPTER 3 ARTICLES OF ASSOCIATION where is p align="justify" Burdett v. Standard Exploration Co., Ltd. (1899), 16 T. L. R. 112. On May 18th F,, applied for shares in what is company, and on May 20th shares were allotted to him. On May 23rd what is shares were fully paid up, but no share certificate was issued. what is articles provided that each member of what is company was entitled to a share certificate. On Nov. 28th, B. brought an action under what is articles for a share certificate. Held, he was entitled under what is articles to a certificate. [NOTE. -This was before what is passing of s. 67, which requires a company to issue a share certificate within two months of allotment.] In conformity with this principle a member can, by injunction, restrain what is company from acting in contravention of its articles.(9) 3. No right given by what is articles to a member in a capacity other than that of member, as, for instance, as solicitor, promoter, or director, can be enforced against what is company. Eley v. Positive Life Assurance Co. (1876), 1 Ex. D. 20, 88. what is articles provided that E. should be what is solicitor to what is company. He was employed for a time, but subsequently what is company ceased to employ him. Held, E. could not enforce what is article in question against what is company. Browne v. La Trinidad (1888), 37 Ch. D. 1. By an agreement between B. and a trustee for an intended company, it was agreed that B. should be a director of what is company, and should not be removable till after 1888. what is articles provided that what is company should adopt and carry this agreement into effect. Held; what is articles contained no contract binding what is company to employ B. as director. " what is contractual force given to what is article by [section 20] is limited to such provisions of what is articles as apply to what is relationship of what is members in their capacity as members." (10) Although a special right given to a member by what is articles cannot be enforced against what is company, yet if what is articles set out what is terms of a contract with what is company, and there has been part performance of that contract, what is contract between what is member and what is company will be deemed to have been made on what is terms of what is articles. In re -Yew British Iron Co., Ltd., [1898] 1 Ch. 324. what is articles provided that what is remuneration of what is directors should be what is annual sum of £1,000. what is directors were employed and accepted office on what is footing of what is articles, but no specific contract was made. Held, they were employed at a remuneration of £1,000 a year. " what is article is not itself a contract between thee company and what is directors. ... But where on what is footing of that article what is directors are employed by what is company and accept office what is terms of what is article are embodied in and form part of what is contract between what is company and what is directors."-Per Wright, J. Such a contract, however, can always be varied by an alteration of what is articles. If, therefore, what is articles declare that X. shall be a permanent director during his lifetime and X. takes up what is appointment on what is terms of what is articles, without any contract outside of what is 9 Wood v. Odessa Waterworks Co. (1889), 42 Ch. D. 636. 10 Per Greene,M.R, ,in .Beattie v. Bea.tt,ve,Ltd., supra,, at p 721. where is Server.Execute("_SiteMap.asp") %

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