HND 商法outcome3.ppt

Pillans Brothers v Pillans (1908) One of the partners in a business which manufactured nuts and bolts bought another nut?and bolt factory just four miles away and began to trade on his own account. Held: He had to account to the partnership for the profits made in this business.  Ashbury Railway Carriage and Iron Co Ltd v Riche (1875) this case the objects set out in the companys memorandum were to make and sell, or lend on hire, railway carriages and wagons, and all kinds of railway plant, fittings, machinery and rolling stock; to carry on the business of mechanical engineers and general contractors; to purchase, lease, work and sell mines, minerals, land and buildings; to purchase and sell as merchants, timber, coal, metals, or other materials, and to buy any such materials on commission or as agents.The directors purchased a concession for making a railway in Belgium and contracted with Riche to construct the line. Was here a valid contract? The construction of a railway, as distinct from rolling stock, was ultra vires. Therefore Riches action for breach of the alleged contract failed as it was void.This would have been the case even if every shareholder of the company had given approval - it was an act which the company had no lawful power to do.The law has since changed through Section 108 of the Companies Act 1989, substituting a new section 35 of the Companies Act 1985. MacGregor profits have been badly hit as a result of the failed business venture and the shareholders will not be paid any bonuses on their shares this year. The shareholders are used to the regular payment of bonuses and this news goes down very badly. Some shareholders are now taking legal action to force the company to pay out the expected dividends. According to the company’s Articles of Association, the shareholders do not have an absolute right to the payment of a dividend. * Lisa has just graduated from Kirkwall College of Art and Design. She ha