Section 2(13) defines a Director as, “any person occupying the position of director by whatever name called”. Thus, a person will be deemed to be a director if he performs the functions of a director, though he may be named differently. A director is that person who has full control over the direct management and conduct of the company. The directors of a company are collectively referred as the “Board of Directors”, or “Board”. Only individuals can be directors. No body corporate, association or a firm can be appointed director of a company. Rights of Directors i) Right to Participate in the Affairs of the Company: A director, validly appointed, has a right to attend the meetings and participate in the affairs of the company regarding direction, supervision and control, etc. ii) Right to have Remuneration: Every director has a right to remuneration fixed either under any contract or Continue reading
Mercantile Law
Doctrine of Constructive Notice and Indoor Management
Doctrine of Constructive Notice The Memorandum and Articles, on registration, assume the character of public documents. The office of the Registrar is a public office and documents registered there are open and accessible to the public at large. Therefore, every outsider dealing with the company is deemed to have notice of the contents of the Memorandum and Articles. This is known as Constructive Notice of Memorandum and Articles. Under the doctrine of ‘constructive notice’, every person dealing or proposing to enter into a contract with the company is deemed to have constructive notice of the contents of its Memorandum and Articles. Whether he actually reads them or not, it is presumed that he has read these documents and has ascertained the exact powers of the company to enter into contract, the extent to which these powers have been delegated to the directors and the limitations to such powers. He is Continue reading
Rights, Duties and Responsibilities of an Agent to his Principal
Section 182 of the contract act defines, “An agent is a person employed to do any act for another or to represent another in dealings with third persons. The person for whom such act is done, or who is represented, is called the principal”. The function of an agent is essentially to bring about contractual relations between the principal and third parties. An agent has certain rights, duties and liabilities towards the principal and third parties depending upon the nature of business. These rights, duties and liabilities can be generated as:- Rights of an Agent i) Right to Receive Remuneration — The agent is entitled to receive an agreed remuneration or reasonable remuneration unless otherwise agreed upon. An agent has a right to claim his remuneration on completion of his work, even if the contract never materializes on account of breach. But, if an agent is found guilty of misconduct Continue reading
The Corporate Personality and Piercing the Corporate Veil
Concept of Corporate Personality A company is a legal person, since in the eyes of law it is capable of having legal rights and obligations just like a natural person. Like any other person it can acquire and own property, transfer property, enter into contracts and sue and be sued in its own name. Being a legal person, a company has a separate legal entity, a personality distinct from its members or shareholders. The concept of separate entity of a company was established in the celebrated case of Salomon Vs Salomon & Co. Ltd. The facts of the case are that one Salomon, a boot manufacturer, formed a company with himself, his wife, and daughter and four sons as the sole shareholders. Salomon took 20,000 shares of £1 each, debentures worth £10,000 secured by the assets of the company and the balance in cash. His wife, daughter and four sons Continue reading
Dishonour of Cheques – Section 138 of Negotiable Instruments Act
A paying banker is under a legal obligation to honour his customer’s mandate. He is bound to do so under his contractual relationship with his customer. A wrongful dishonour will have the worse effect on the banker. However, under the following circumstances, the payment of a cheque may be refused: Countermanding: Countermanding is the instruction given by the customer of a bank requesting the bank not to honour a particular cheque issued by him. When such an order is received, the banker must refuse to pay the cheque. Upon receipt of notice of death of a customer: When a banker receives written information from an authoritative source, regarding the death of a particular customer, he should not honour any cheque drawn by that deceased customer. Upon the receipt of notice of insolvency: Once a banker has knowledge of the insolvency of a customer he must refuse to pay cheques drawn Continue reading
Discharge of a Contract
When the rights and obligations arising out of a contract are extinguished, the contract is said to be discharged or terminated. In other words, discharge of a contract means termination of the relationship between the parties to a contract. The ways of discharging a contract can be discussed as:- i) Discharge of Contract By Performance: When a contract is duly performed by both the parties within the specified time and in the manner prescribed, the contract is said to have been performed and discharged. Performance may be: (a) Actual (b) Attempted. Actual Performance: When each party to a contract fulfils his obligation arising under the contract within the time and in the manner prescribed, it is called actual performance of the contract and the contract is discharged. Attempted Performance — When the promisor offers to perform his obligation under the contract, but is unable to do so because the Continue reading