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Page 37

CHAPTER 5
PROMOTERS

A promoter has no right against the company to payment for his promotion services in the absence of an express contract with the company. Indeed, in the absence of such a contract, he cannot even recover from the company payments he has made in connection with the formation of the company.
Clinton's Claim, [1908] 2 Ch. 515. A syndicate promoted a company and paid £416 2s. in respect of fees and stamp duty incidental to the formation of the company. The company shortly afterwards went into liquidation. Held, the syndicate was not entitled to prove for the payments they had made.
It is usual, however, in the articles to give the directors power to pay the preliminary expenses out of the company's funds. By Art. 80 of Table A, " The directors . . . may pay all expenses incurred in promoting and registering the company." Such an article gives the promoters no right to bring an action against the company for the preliminary expenses, as it only confers a discretion on the directors. ia
With respect to payment for services, even a provision in the articles empowering the directors to make such a payment is of doubtful value, as the consideration for the payment is wholly past. If, however, such a payment is properly made in accordance with the articles, it cannot be recovered by the company.

CONTRACTS MADE BEFORE INCORPORATION OF COMPANY

Before a company is formed a contract is sometimes made between the vendors of property and a trustee or agent on behalf of the intended company for the sale of property to the company. Such a contract, however, is not binding on the company, as no one can be an agent on behalf of a company which is not in existence. The contract, moreover, cannot be adopted or ratified by the company after it comes into existence without the consent of the other party to the contract.
Kelner v. Baxter (1866), L. R. 2 C. P. 174. A company was being formed to buy a hotel from K. A contract was made " on behalf of " the company by A., B. and C. for the purchase of £900 worth of stock from K. The company was formed, and the goods handed over to it and consumed, but before payment was made the company went into liquidation. Held, A., B. and C. were personally liable on the contract, and no ratification of the contract could be made by the company without the consent of K.
The company may make a new contract, after incorporation, to carry into effect a contract made before its incorporation. For example,

14 Melhado v. Porto Alegre Ry. (1874), L. R. 9 C. P. 503.

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where is HTML where is HEAD where is TITLE A promoter has no right against what is company to payment for his promotion services in what is absence of an express contract with what is company. Indeed, in what is absence of such a contract, he cannot even recover from what is company payments he has made in connection with what is formation of what is company. Clinton's Claim, [1908] 2 Ch. 515. A syndicate promoted a company and paid £416 2s. in respect of fees and stamp duty incidental to what is formation of what is company. what is company shortly afterwards went into liquidation. Held, what is syndicate was not entitled to prove for what is payments they had made. It is usual, however, in what is articles to give what is directors power to pay what is preliminary expenses out of what is company's funds. By Art. 80 of Table A, " what is directors . . . may pay all expenses incurred in promoting and registering what is company." Such an article gives what is promoters no right to bring an action against what is company for what is preliminary expenses, as it only confers a discretion on what is directors. ia With respect to payment for services, even a provision in what is articles empowering what is directors to make such a payment is of doubtful value, as what is consideration for what is payment is wholly past. If, however, such a payment is properly made in accordance with what is articles, it cannot be recovered by what is company. CONTRACTS MADE BEFORE INCORPORATION OF COMPANY Before a company is formed a contract is sometimes made between what is vendors of property and a trustee or agent on behalf of what is intended company for what is sale of property to what is company. Such a contract, however, is not binding on what is company, as no one can be an agent on behalf of a company which is not in existence. what is contract, moreover, cannot be adopted or ratified by what is company after it comes into existence without what is consent of what is other party to what is contract. Kelner v. Baxter (1866), L. R. 2 C. P. 174. A company was being formed to buy a hotel from K. A contract was made " on behalf of " what is company by A., B. and C. for what is purchase of £900 worth of stock from K. what is company was formed, and what is goods handed over to it and consumed, but before payment was made what is company went into liquidation. Held, A., B. and C. were personally liable on what is contract, and no ratification of what is contract could be made by what is company without what is consent of K. what is company may make a new contract, after incorporation, to carry into effect a contract made before its incorporation. For example, 14 Melhado v. Porto Alegre Ry. (1874), L. R. 9 C. P. 503. 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 37 where is strong CHAPTER 5 PROMOTERS where is p align="justify" A promoter has no right against what is company to payment for his promotion services in what is absence of an express contract with what is company. Indeed, in what is absence of such a contract, he cannot even recover from what is company payments he has made in connection with what is formation of what is company. Clinton's Claim, [1908] 2 Ch. 515. A syndicate promoted a company and paid £416 2s. in respect of fees and stamp duty incidental to what is formation of what is company. what is company shortly afterwards went into liquidation. Held, what is syndicate was not entitled to prove for what is payments they had made. It is usual, however, in what is articles to give what is directors power to pay what is preliminary expenses out of what is company's funds. By Art. 80 of Table A, " what is directors . . . may pay all expenses incurred in promoting and registering what is company." Such an article gives what is promoters no right to bring an action against what is company for what is preliminary expenses, as it only confers a discretion on what is directors. ia With respect to payment for services, even a provision in what is articles empowering what is directors to make such a payment is of doubtful value, as what is consideration for what is payment is wholly past. If, however, such a payment is properly made in accordance with what is articles, it cannot be recovered by what is company. CONTRACTS MADE BEFORE INCORPORATION OF COMPANY Before a company is formed a contract is sometimes made between what is vendors of property and a trustee or agent on behalf of what is intended company for what is sale of property to what is company. Such a contract, however, is not binding on what is company, as no one can be an agent on behalf of a company which is not in existence. what is contract, moreover, cannot be adopted or ratified by what is company after it comes into existence without what is consent of what is other party to what is contract. Kelner v. Baxter (1866), L. R. 2 C. P. 174. A company was being formed to buy a hotel from K. A contract was made " on behalf of " what is company by A., B. and C. for what is purchase of £900 worth of stock from K. what is company was formed, and what is goods handed over to it and consumed, but before payment was made what is company went into liquidation. Held, A., B. and C. were personally liable on what is contract, and no ratification of what is contract could be made by what is company without what is consent of K. what is company may make a new contract, after incorporation, to carry into effect a contract made before its incorporation. For example, 14 Melhado v. Porto Alegre Ry. (1874), L. R. 9 C. P. 503. where is Server.Execute("_SiteMap.asp") %

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