FUNDAMENTAL OF BUSINESS AND CORPORATIONS LAW BLAW-5016

MODULE 9 – Learning Outcomes

LECTURE 9 – LEARNING OUTCOMES

LEARNING OUTCOME

Replaceable rules & constitution

Dealing with the company

Promoters and pre-registration contracts

PARAGRAPHS FROM TEXT BOOK

Replaceable Rules and Constitution

9.1-9.3 Internal rules for companies formed before and after 1 July 1998

9.4-9.5 What are the replaceable rules and rules for single director/shareholder proprietary companies.

9.6-9.11 The effect of the replaceable rules and the corporate constitution (if any)

9.12-9.17 Adoption and modification of the constitution and replaceable rules

The Doctrine of Ultra Vires and Its Substantial Abolition

9.18 What is the doctrine of ultra vires

9.19 Abolition of doctrine of ultra vires by the Corporations Act

9.20 Why has ultra vires only been ‘substantially’ abolished

Dealing with companies

9.21-9.33 Contracts with the company

9.23-9.25 The directing mind and will of the company and the organic theory

Contracts with the company

9.28 Contracting through an Agent

9.29-9.33 Statutory Protection for outsiders dealing with companies

Promoters and Pre-registration contracts

9.34-9.37 Pre-registration contracts, promoters,

9.38-9.48 Promoters duties, remedies for breach of promoters duties

9.49-9.58 Pre-registration contracts under common law and statutory position

CASES

Ashbury Railway Carriage & Iron Co v Riche

HL Bolton (Engineering) Co Ltd v Graham & Sons Ltd

Tesco Supermarkets v Nattrass

Tracy v Mandalay

LIST OF SECTIONS OF CORPORATIONS ACT

123; 124; 125(2); 126; 127; 128; 129; 131; 132; 135; 136; 140; 141; 198A