Items related to Ruling cases Volume 2
Synopsis
This historic book may have numerous typos and missing text. Purchasers can download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1894 Excerpt: ...and that before it was sealed, all the authorised capital had been already issued. It was strongly argued that this made the certificate ultra vires of the company. The Lords, however, considered that this did not prevent the plaintiff from recovering damages for the misrepresentation. The issue of the certificate was an act done in the ordinary course of business, that course of business being within the proper business of the company, and useful to its proper objects. And it is quite consistent with the decision, that, if the certificate had been issued by agents of the company as part of a scheme for multiplying shares contrary to the constitution of the company, the case would have given rise to very different considerations. In Newlands v. National Employers Accident Association (C. A. 1885), 54 L. J. Q. B. 428, the plaintiff failed to prove any agency, express or implied. It was laid down broadly that the secretary of a company is, prima facie, not authorised to make representations to induce persons to take shares. The principle of this case was again recognised in Barnett v. Saulh London Tramways Company (C. A. 1887), 18 Q. B. D. 815; 56 L. J. Q. B. 452, where the plaintiff had lent money to contractors on the faith of a statement made by the secretary of the company as to money in the hands of the company available for payment to the contractors on the completion of the works. AMERICAN NOTES. If directors transcend or abuse their powers they are personally responsible. Oakland Bank v. Wilcox, 60 California, 135; Citizens' Bldg. Ass'n v. Coriell, 34 New Jersey Equity, 383; Farmers' Co-operative Trust Co. v. Floyd, 47 Ohio St. 525; 21 Am. St. Rep. 816. As, for example, for debts contracted for the company in excess of the statutory limit. Stone v. Ch...
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