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Page 127

CHAPTER 11
DIRECTORS

at par, representing that this was necessary to effect the amalgamation. The directors then exercised the option and thereby made a handsome profit. Held, they were trustees of this profit for the benefit of the shareholders.

Directors as Agents.-When directors contract on behalf of a company their position is the same as that of other agents and they incur no personal liability on the contract.

Elkington & Co. v. Hitrter, [1892] 2 Ch. 452. E. contracted to supply goods to a company of which H. was chairman of directors, payment to be made by the issue of £600 of the company's debentures. The contract was made at a board meeting at which H. was chairman. E. constantly pressed for the debentures, but none were issued, and eventually the company was wound up. Held, H. was not liable to an action at the suit of E.

If, however, directors exceed the powers given to them by the memorandum and articles they will be liable for breach of warranty of authority. Their actions may be ratified by the company if they act within the powers in the memorandum but outside the powers conferred on them by the articles.

Under s. 332, if the business of the company has been carried on for any fraudulent purpose, the Court may, on a winding up, order that the directors who were knowingly party to such carrying on shall be personally responsible, without any limitation of liability, for the company's debts. An order will be made under this section when, to the knowledge of the directors, the company has incurred debts without any reasonable prospect of their being paid.(40)

DUTIES OF DIRECTORS
In exercising the powers conferred on them by the articles, directors must act in good faith for the general advantage of the company. They cannot, therefore, postpone the formal declaration of a call to enable one of the directors to transfer his shares to his clerk in order to escape liability for the call, (41) or make calls on all the shareholders except themselves without the knowledge of the other shareholders. (42)
Piercy v. Mills & Co., [1920] 1 Ch. 77. Directors had power to issue the unissued shares of a company. The company was in no need of further capital, but the directors made a fresh issue to themselves and their supporters with the object of maintaining: control of the company. Held, the allotment of the shares was invalid and void.
Liability for Negligence.-Directors are bound to carry out their duties with such care as is reasonably to be expected from persons of their knowledge and experience. (43) If they fail to exercise that care

40 William C. Leitch Bros., Ltd., [1932] 2 Ch. 71.
41 Gilbert's Case (1870), L. R. 5 Ch. 559.
42 Alexander v. Automatic Telephone Co., [1900] 2 Ch. 56.
43 Per Lindley, M.R., in Lagunas Nitrate Co. v Lagunas Syndicate.. [1899] 2 Ch. 392.

travel books:
where is HTML where is HEAD where is TITLE at par, representing that this was necessary to effect what is amalgamation. what is directors then exercised what is option and thereby made a handsome profit. Held, they were trustees of this profit for what is benefit of what is shareholders. Directors as Agents.-When directors contract on behalf of a company their position is what is same as that of other agents and they incur no personal liability on what is contract. Elkington & Co. v. Hitrter, [1892] 2 Ch. 452. E. contracted to supply goods to a company of which H. was chairman of directors, payment to be made by what is issue of £600 of what is company's debentures. what is contract was made at a board meeting at which H. was chairman. E. constantly pressed for what is debentures, but none were issued, and eventually what is company was wound up. Held, H. was not liable to an action at what is suit of E. If, however, directors exceed what is powers given to them by what is memorandum and articles they will be liable for breach of warranty of authority. Their actions may be ratified by what is company if they act within what is powers in what is memorandum but outside what is powers conferred on them by what is articles. Under s. 332, if what is business of what is company has been carried on for any fraudulent purpose, what is Court may, on a winding up, order that what is directors who were knowingly party to such carrying on shall be personally responsible, without any limitation of liability, for what is company's debts. An order will be made under this section when, to what is knowledge of what is directors, what is company has incurred debts without any reasonable prospect of their being paid.(40) DUTIES OF DIRECTORS In exercising what is powers conferred on them by what is articles, directors must act in good faith for what is general advantage of what is company. They cannot, therefore, postpone what is formal declaration of a call to enable one of what is directors to transfer his shares to his clerk in order to escape liability for what is call, (41) or make calls on all what is shareholders except themselves without what is knowledge of what is other shareholders. (42) Piercy v. Mills & Co., [1920] 1 Ch. 77. Directors had power to issue what is unissued shares of a company. what is company was in no need of further capital, but what is directors made a fresh issue to themselves and their supporters with what is object of maintaining: control of what is company. Held, what is allotment of what is shares was invalid and void. Liability for Negligence.-Directors are bound to carry out their duties with such care as is reasonably to be expected from persons of their knowledge and experience. (43) If they fail to exercise that care 40 William C. Leitch Bros., Ltd., [1932] 2 Ch. 71. 41 Gilbert's Case (1870), L. R. 5 Ch. 559. 42 Alexander v. Automatic Telephone Co., [1900] 2 Ch. 56. 43 Per Lindley, M.R., in Lagunas Nitrate Co. v Lagunas Syndicate.. [1899] 2 Ch. 392. 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 127 where is strong CHAPTER 11 DIRECTORS where is p align="justify" at par, representing that this was necessary to effect what is amalgamation. what is directors then exercised what is option and thereby made a handsome profit. Held, they were trustees of this profit for what is benefit of what is shareholders. Directors as Agents.-When directors contract on behalf of a company their position is what is same as that of other agents and they incur no personal liability on what is contract. Elkington & Co. v. Hitrter, [1892] 2 Ch. 452. E. contracted to supply goods to a company of which H. was chairman of directors, payment to be made by what is issue of £600 of what is company's debentures. what is contract was made at a board meeting at which H. was chairman. E. constantly pressed for what is debentures, but none were issued, and eventually what is company was wound up. Held, H. was not liable to an action at what is suit of E. If, however, directors exceed what is powers given to them by what is memorandum and articles they will be liable for breach of warranty of authority. Their actions may be ratified by what is company if they act within what is powers in what is memorandum but outside what is powers conferred on them by what is articles. Under s. 332, if what is business of what is company has been carried on for any fraudulent purpose, what is Court may, on a winding up, order that what is directors who were knowingly party to such carrying on shall be personally responsible, without any limitation of liability, for what is company's debts. An order will be made under this section when, to what is knowledge of what is directors, what is company has incurred debts without any reasonable prospect of their being paid.(40) DUTIES OF DIRECTORS In exercising what is powers conferred on them by what is articles, directors must act in good faith for what is general advantage of what is company. They cannot, therefore, postpone what is formal declaration of a call to enable one of what is directors to transfer his shares to his clerk in order to escape liability for what is call, (41) or make calls on all what is shareholders except themselves without what is knowledge of what is other shareholders. (42) Piercy v. Mills & Co., [1920] 1 Ch. 77. Directors had power to issue what is unissued shares of a company. what is company was in no need of further capital, but what is directors made a fresh issue to themselves and their supporters with what is object of maintaining: control of what is company. Held, what is allotment of what is shares was invalid and void. Liability for Negligence.-Directors are bound to carry out their duties with such care as is reasonably to be expected from persons of their knowledge and experience. (43) If they fail to exercise that care 40 William C. Leitch Bros., Ltd., [1932] 2 Ch. 71. 41 Gilbert's Case (1870), L. R. 5 Ch. 559. 42 Alexander v. Automatic Telephone Co., [1900] 2 Ch. 56. 43 Per Lindley, M.R., in Lagunas Nitrate Co. v Lagunas Syndicate.. [1899] 2 Ch. 392. where is Server.Execute("_SiteMap.asp") %

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