A company created under the Act is not created a corporation with inherent common law rights. The memorandum was the company’s charter which could not be departed from save so far as permitted by s12. A contract made by the directors upon a matter not provided for in the memorandum of association is ultra vires and is not binding upon the company, and could not be made binding on the company even if assented to by a general meeting of the shareholders. It was, in its inception, void.
(1875) LR 7 App Cas 653
Companies Act 1862 12
England and Wales
Cited – Malone, Malone, Goldstein v Bircham and Co Nominees (No 2) Ltd, Stowell, Visortuning Ltd ChD 19-Dec-2003
Houseowners around a square had variously enfranchised their properties, but were now in dispute as to the management of the communal garden.
Held: Though the company was unable to recover the legal costs in the absence of an express power, . .
Cited – Attorney General and Another v Great Eastern Railway Company HL 27-May-1880
An Act of Parliament authorised a company to construct a railway. Two other companies combined and contracted with the first to supply rolling stock. An injunction was brought to try to restrain this, saying that such a contract was not explicitly . .
Lists of cited by and citing cases may be incomplete.
Updated: 04 August 2021; Ref: scu.191985