Books > Old Books > Poetry Northwest (1959)


Page 36

CHAPTER 5
PROMOTERS

name of R. The F. company then, also in the name of R., agreed to sell the music-halls to the company for £75,000. A prospectus was issued to the public, giving R. as the vendor, and not disclosing the interest of the F. company or the profit it was making. Held, the F. company was a promoter, and the prospectus should have disclosed that it was the real vendor and the amount of profit it was making.
If the promoters fail to make full disclosure the company may:
1. Rescind the contract and recover the purchase-money paid.
Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. 1218. A syndicate, of which E. was the head, purchased an island said to contain valuable mines of phosphate for £55,000. E. formed a company to buy this island, and a contract'was made between X., a nominee of the syndicate, and the company for its purchase at £110,000. Held, as there had been no disclosure by the promoters of the profit they were making, the company was entitled to rescind the contract and to recover the purchase-money from E. and the other members of the syndicate.
The right of rescission will be lost if the parties cannot be restored to their original positions, e.g., if the property has been worked so that its character has been altered,(10) or if third parties have acquired rights for value, by mortgage or otherwise, under the contract. (11)
2. Recover from the promoters the profit they have made.
Cluckstein v. Barnes, [1900] A. C. 240. A syndicate bought charges on a property at a discount. They afterwards bought the property for £140,000, formed a company and re-sold the property to the company for £180,000. As a result of this, they made a profit of £20,000 on the charges they had bought. A prospectus was issued, disclosing the two sums of £140,000 and £180,000, but omitting to disclose the £20,000. Held, the £20,000 was a secret profit made by the syndicate as promoters of the company, and they were bound to pay it to the company.
3. Possibly sue the promoters for damages in inducing the company to buy property without making proper disclosure, or, if the promoters are also directors, for misapplication of the company's funds in completing a purchase in which the company was defrauded. (12)
Payment for Promotion Services.-If a promoter, even though he has not sold property to the company, makes a secret profit out of the promotion of the company, he must account for that profit to the company. He is, however, only bound to account for the profit he has made, that is, after deducting all payments made and expenses, incurred in the formation of the company. (13)

10 As in Lagunas Nitrate Co. v. Lagunas Syndicate, [1899] 2 Ch. 392.
11 As in Re Leeds and Hanley Theatres of Varieties, [1902] 2 Ch. 809.
12 See Buckley, Companies Acts (11th ed.), p. 86, and the authorities there cited. 13 Lydney and Wiqpool Iron Ore Co. v. Bird (1886), 33 Ch. D. 85.

travel books:
where is HTML where is HEAD where is TITLE name of R. what is F. company then, also in what is name of R., agreed to sell what is music-halls to what is company for £75,000. A prospectus was issued to what is public, giving R. as what is vendor, and not disclosing what is interest of what is F. company or what is profit it was making. Held, what is F. company was a promoter, and what is prospectus should have disclosed that it was what is real vendor and what is amount of profit it was making. If what is promoters fail to make full disclosure what is company may: 1. Rescind what is contract and recover what is purchase-money paid. Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. 1218. A syndicate, of which E. was what is head, purchased an island said to contain valuable mines of phosphate for £55,000. E. formed a company to buy this island, and a contract'was made between X., a nominee of what is syndicate, and what is company for its purchase at £110,000. Held, as there had been no disclosure by what is promoters of what is profit they were making, what is company was entitled to rescind what is contract and to recover what is purchase-money from E. and what is other members of what is syndicate. what is right of rescission will be lost if what is parties cannot be restored to their original positions, e.g., if what is property has been worked so that its character has been altered,(10) or if third parties have acquired rights for value, by mortgage or otherwise, under what is contract. (11) 2. Recover from what is promoters what is profit they have made. Cluckstein v. Barnes, [1900] A. C. 240. A syndicate bought charges on a property at a discount. They afterwards bought what is property for £140,000, formed a company and re-sold what is property to what is company for £180,000. As a result of this, they made a profit of £20,000 on what is charges they had bought. A prospectus was issued, disclosing what is two sums of £140,000 and £180,000, but omitting to disclose what is £20,000. Held, what is £20,000 was a secret profit made by what is syndicate as promoters of what is company, and they were bound to pay it to what is company. 3. Possibly sue what is promoters for damages in inducing what is company to buy property without making proper disclosure, or, if what is promoters are also directors, for misapplication of what is company's funds in completing a purchase in which what is company was defrauded. (12) Payment for Promotion Services.-If a promoter, even though he has not sold property to what is company, makes a secret profit out of what is promotion of what is company, he must account for that profit to what is company. He is, however, only bound to account for what is profit he has made, that is, after deducting all payments made and expenses, incurred in what is formation of what is company. (13) 10 As in Lagunas Nitrate Co. v. Lagunas Syndicate, [1899] 2 Ch. 392. 11 As in Re Leeds and Hanley Theatres of Varieties, [1902] 2 Ch. 809. 12 See Buckley, Companies Acts (11th ed.), p. 86, and what is authorities there cited. 13 Lydney and Wiqpool Iron Ore Co. v. Bird (1886), 33 Ch. D. 85. 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 36 where is strong CHAPTER 5 PROMOTERS where is p align="justify" name of R. what is F. company then, also in what is name of R., agreed to sell what is music-halls to what is company for £75,000. A prospectus was issued to what is public, giving R. as what is vendor, and not disclosing what is interest of what is F. company or what is profit it was making. Held, what is F. company was a promoter, and what is prospectus should have disclosed that it was what is real vendor and what is amount of profit it was making. If what is promoters fail to make full disclosure what is company may: 1. Rescind what is contract and recover what is purchase-money paid. Erlanger v. New Sombrero Phosphate Co. (1878), 3 App. Cas. 1218. A syndicate, of which E. was what is head, purchased an island said to contain valuable mines of phosphate for £55,000. E. formed a company to buy this island, and a contract'was made between X., a nominee of what is syndicate, and what is company for its purchase at £110,000. Held, as there had been no disclosure by what is promoters of what is profit they were making, what is company was entitled to rescind what is contract and to recover what is purchase-money from E. and what is other members of what is syndicate. what is right of rescission will be lost if what is parties cannot be restored to their original positions, e.g., if what is property has been worked so that its character has been altered,(10) or if third parties have acquired rights for value, by mortgage or otherwise, under what is contract. (11) 2. Recover from what is promoters what is profit they have made. Cluckstein v. Barnes, [1900] A. C. 240. A syndicate bought charges on a property at a discount. They afterwards bought what is property for £140,000, formed a company and re-sold what is property to what is company for £180,000. As a result of this, they made a profit of £20,000 on what is charges they had bought. A prospectus was issued, disclosing what is two sums of £140,000 and £180,000, but omitting to disclose what is £20,000. Held, what is £20,000 was a secret profit made by what is syndicate as promoters of what is company, and they were bound to pay it to what is company. 3. Possibly sue what is promoters for damages in inducing what is company to buy property without making proper disclosure, or, if what is promoters are also directors, for misapplication of what is company's funds in completing a purchase in which what is company was defrauded. (12) Payment for Promotion Services.-If a promoter, even though he has not sold property to what is company, makes a secret profit out of what is promotion of what is company, he must account for that profit to what is company. He is, however, only bound to account for what is profit he has made, that is, after deducting all payments made and expenses, incurred in what is formation of what is company. (13) 10 As in Lagunas Nitrate Co. v. Lagunas Syndicate, [1899] 2 Ch. 392. 11 As in Re Leeds and Hanley Theatres of Varieties, [1902] 2 Ch. 809. 12 See Buckley, Companies Acts (11th ed.), p. 86, and what is authorities there cited. 13 Lydney and Wiqpool Iron Ore Co. v. Bird (1886), 33 Ch. D. 85. where is Server.Execute("_SiteMap.asp") %

Book Pages: _SiteMap , default , 001 , 002 , 003 , 004 , 005 , 006 , 007 , 008 , 009 , 010 , 011 , 012 , 013 , 014 , 015 , 016 , 017 , 018 , 019 , 020 , 021 , 022 , 023 , 024 , 025 , 026 , 027 , 028 , 029 , 030 , 031 , 032 , 033 , 034 , 035 , 036 , 037 , 038 , 039 , 040 , 041 , 042 , 043 , 044 , 045 , 046 , 047 , 048 , 049 , 050 , 051 , 052 , 053 , 054 , 055 , 056 , 057 , 058 , 059 , 060 , 061 , 062 , 063 , 064 , 065 , 066 , 067 , 068 , 069 , 070 , 071 , 072 , 073 , 074 , 075 , 076 , 077 , 078 , 079 , 080 , 081 , 082 , 083 , 084 , 085 , 086 , 087 , 088 , 089 , 090 , 091 , 092 , 093 , 094 , 095 , 096 , 097 , 098 , 099 , 100 , 101 , 102 , 103 , 104 , 105 , 106 , 107 , 108 , 109 , 110 , 111 , 112 , 113 , 114 , 115 , 116 , 117 , 118 , 119 , 120 , 121 , 122 , 123 , 124 , 125 , 126 , 127 , 128 , 129 , 130 , 131 , 132 , 133 , 134 , 135 , 136 , 137 , 138 , 139 , 140 , 142 , 143 , 144 , 145 , 146 , 147 , 148 , 149 , 150 , 151 , 152 , 153 , 154 , 155 , 156 , 157 , 158 , 159 , 160 , 161 , 162 , 164 , 165 , 166 , 167 , 168 , 169 , 170 , 171 , 172 , 178 , 179 , 180 , 181 , 182 , 183 , 184 , 185 , 186 , 187 , 188 , 189 , 190 , 191 , 192 , 193 , 194 , 195 , 196 , 197 , 198 , 199 , 200 , 201 , 202 , 203 , 204 , 205 , 206 , 207 , 209 , 210 , 211 , 212 , 214 , 215 , 217 , 218 , 219 , 220 , 221 , 222 , 223 , 224 , 225 , 226 , 227 , 228 , 229 , 230 , 231 , 232 , 233 , 234 , 235 , 236 , 237 , 238 , 239 , 240 , 241 , 242 , 243 , 244 , 245 , 246 , 247 , 248 , 249 , 250 , 251 , 252 , 253 , 254 , 255 , 256 , 257 , 258 , 259 , 260 , 261 , 262 , 263 , 264 , 265 , 266 , 267 , 268 , 269 , 270 , 271 , 272 , 273 , 274 , 275 , 276 , 277 , 278 , 279 , 280 , 281 , 282 , 283 , 284 , 285 , 287 , 288 , 289 , 290 , 291 , 292 , 293 , 294 , 295 , 296 , 297 , 298 , 299 , 300 , 301 , 302 , 303 , 304 , 305 , 306 , 307 , 308 , 309 , 310 , 311 , 312 , 313 , 314 , 315 , 316 , 317 , 318 , 319 , 320 , 321 , 322 , 323 , 324 , 325 , 326 , 327 , 328 , 329 , 330 , 331 , 332 , 333 , 334 ,