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CHAPTER 11
DIRECTORS

Relief of Directors.-If proceedings are taken against a director, manager, or other officer of the company for negligence, breach of duty or breach of trust, the Court may grant relief, either wholly or partly, on such terms as it thinks fit. Relief can only be granted if the director has acted honestly and reasonably, and, having regard to all the circumstances, including those connected with his appointment, he ought fairly to be excused (s. 448).
Relief can be given even when the director has done an act ultra vires the company, as where the company's money was applied for a purpose which was ultra vires, but which the director, acting on counsel's opinion, thought to be intra vires. 51
A director does not act reasonably unless he does everything which a normal man would do in the conduct of his own affairs.

Re City of London Insurance Co. (1925), 41 T. L. R. 521. B. and G., two of the directors of a company, were present at a finance committee in June at which it was resolved to sell £60,000 War Bonds, and to re-invest the proceeds at B.'s discretion. In September, G. enquired about the re-investment of the proceeds and was told that they had been temporarily invested on the Stock Exchange. B. misappropriated the proceeds of sale. Held, (1) G. was negligent in allowing the money to remain in B.'s hands longer than was reasonable and in not making enquiries as to its permanent investment, and (2) though G. had acted honestly, he had not acted reasonably and ought not to be granted relief.

Contracts of Directors with Company.-It is a principle of law that a person must not put himself in a position where his duty and his interest are likely to conflict. It follows from this that if a director has an interest in a contract with his company, the contract is voidable, unless the articles permit it. His interest may be that of a shareholder in a company which is the other contracting party.

Transvaal Lands Co. v. New Belgium Co., [1914] 2 Ch. 488. The T. company bought some shares from the B. company. H. was a shareholder in both companies and also a director of the T. company. As such director he voted for the purchase and the B. company had notice of it. Without H.'s vote there was no quorum. Held, the contract was voidable at the T. company's option.

In addition to this, a director who is in any way interested in a contract or proposed contract with the company is under a statutory duty to declare the nature of his interest (s. 199). The declaration must be made at the meeting of the directors at which the question of entering into the contract is first considered, but a general notice by a director that he is a member of a specified company or firm and is to be regarded as interested in all contracts made with that company or firm is a

51 Re Claridge's Patent Asphalte Co., [1921] 1 Ch. 543.

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where is HTML where is HEAD where is TITLE Relief of Directors.-If proceedings are taken against a director, manager, or other officer of what is company for negligence, breach of duty or breach of trust, what is Court may grant relief, either wholly or partly, on such terms as it thinks fit. Relief can only be granted if what is director has acted honestly and reasonably, and, having regard to all what is circumstances, including those connected with his appointment, he ought fairly to be excused (s. 448). Relief can be given even when what is director has done an act ultra vires what is company, as where what is company's money was applied for a purpose which was ultra vires, but which what is director, acting on counsel's opinion, thought to be intra vires. 51 A director does not act reasonably unless he does everything which a normal man would do in what is conduct of his own affairs. Re City of London Insurance Co. (1925), 41 T. L. R. 521. B. and G., two of what is directors of a company, were present at a finance committee in June at which it was resolved to sell £60,000 War Bonds, and to re-invest what is proceeds at B.'s discretion. In September, G. enquired about what is re-investment of what is proceeds and was told that they had been temporarily invested on what is Stock Exchange. B. misappropriated what is proceeds of sale. Held, (1) G. was negligent in allowing what is money to remain in B.'s hands longer than was reasonable and in not making enquiries as to its permanent investment, and (2) though G. had acted honestly, he had not acted reasonably and ought not to be granted relief. Contracts of Directors with Company.-It is a principle of law that a person must not put himself in a position where his duty and his interest are likely to conflict. It follows from this that if a director has an interest in a contract with his company, what is contract is voidable, unless what is articles permit it. His interest may be that of a shareholder in a company which is what is other contracting party. Transvaal Lands Co. v. New Belgium Co., [1914] 2 Ch. 488. what is T. company bought some shares from what is B. company. H. was a shareholder in both companies and also a director of what is T. company. As such director he voted for what is purchase and what is B. company had notice of it. Without H.'s vote there was no quorum. Held, what is contract was voidable at what is T. company's option. In addition to this, a director who is in any way interested in a contract or proposed contract with what is company is under a statutory duty to declare what is nature of his interest (s. 199). what is declaration must be made at what is meeting of what is directors at which what is question of entering into what is contract is first considered, but a general notice by a director that he is a member of a specified company or firm and is to be regarded as interested in all contracts made with that company or firm is a 51 Re Claridge's Patent Asphalte Co., [1921] 1 Ch. 543. 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 130 where is strong CHAPTER 11 DIRECTORS where is p align="justify" Relief of Directors.-If proceedings are taken against a director, manager, or other officer of what is company for negligence, breach of duty or breach of trust, what is Court may grant relief, either wholly or partly, on such terms as it thinks fit. Relief can only be granted if what is director has acted honestly and reasonably, and, having regard to all what is circumstances, including those connected with his appointment, he ought fairly to be excused (s. 448). Relief can be given even when what is director has done an act ultra vires what is company, as where what is company's money was applied for a purpose which was ultra vires, but which what is director, acting on counsel's opinion, thought to be intra vires. 51 A director does not act reasonably unless he does everything which a normal man would do in what is conduct of his own affairs. Re City of London Insurance Co. (1925), 41 T. L. R. 521. B. and G., two of what is directors of a company, were present at a finance committee in June at which it was resolved to sell £60,000 War Bonds, and to re-invest what is proceeds at B.'s discretion. In September, G. enquired about what is re-investment of what is proceeds and was told that they had been temporarily invested on what is Stock Exchange. B. misappropriated what is proceeds of sale. Held, (1) G. was negligent in allowing what is money to remain in B.'s hands longer than was reasonable and in not making enquiries as to its permanent investment, and (2) though G. had acted honestly, he had not acted reasonably and ought not to be granted relief. Contracts of Directors with Company.-It is a principle of law that a person must not put himself in a position where his duty and his interest are likely to conflict. It follows from this that if a director has an interest in a contract with his company, what is contract is voidable, unless what is articles permit it. His interest may be that of a shareholder in a company which is the other contracting party. Transvaal Lands Co. v. New Belgium Co., [1914] 2 Ch. 488. what is T. company bought some shares from what is B. company. H. was a shareholder in both companies and also a director of what is T. company. As such director he voted for what is purchase and what is B. company had notice of it. Without H.'s vote there was no quorum. Held, what is contract was voidable at what is T. company's option. In addition to this, a director who is in any way interested in a contract or proposed contract with what is company is under a statutory duty to declare what is nature of his interest (s. 199). what is declaration must be made at what is meeting of what is directors at which what is question of entering into what is contract is first considered, but a general notice by a director that he is a member of a specified company or firm and is to be regarded as interested in all contracts made with that company or firm is a 51 Re Claridge's Patent Asphalte Co., [1921] 1 Ch. 543. where is Server.Execute("_SiteMap.asp") %

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