Kommentar zum Gesetz über eine Kriegsabgabe von Vermögenszuwachs und zum Gesetz über eine außerordentliche Kriegsabgabe für das Rechnungsjahr 1919 vom 10. September 1919

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Monograph

Identifikator:: 1016238525

URN:: urn:nbn:de:zbw-retromon-55274

Document type:: Monograph

Title:: Kommentar zum Gesetz über eine Kriegsabgabe von Vermögenszuwachs und zum Gesetz über eine außerordentliche Kriegsabgabe für das Rechnungsjahr 1919 vom 10. September 1919

Place of publication:: Berlin

Publisher:: Verlag von Otto Liebmann

Year of publication:: 1920

Scope:: 1 Online-Ressource (XXIII, 548 Seiten)

Collection:: Economics Books

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ARTICLES OF ASSOCIATION presume that the directors are acting lawfully in what they do’ [per Selwyn, L.J. Land Credit Co. of Ireland (1869), 4 Ch. App. at p. 469], provided he does not negligently disregard facts which put him on inquiry as to some irregularity "Liggett (Liverpool) v. Barclays Bank (1928), 1 K.B. 48]. [f, however, the person is contracting, not with the directors as a board, but with an individual director, he will not be entitled to presume that authority has been conferred on the individual director unless that director has been held out as having authority, e.g. he was the managing director, and the contract was within the ordinary ambit of the powers of a managing director [Houghton & Co. v. Nothard Lowe & Wills 1927), 1. K.B. 246]. The interpretation of articles is a matter which involves the most careful attention. To discover the true meaning of an article, it is frequently necessary to look, not only at the other articles of the same group, but also at the whole set. A striking instance of this is to be found in the case of Moseley v. Koffyfontein Mines (1910, 2 Ch. 382, and, on appeal, 1911, 1 Ch. 73), where the decision of the Court of first instance as to the construction of an article, was re- versed by the Court of Appeal, on consideration in connection with the article in question of another article which does not appear to have been brought to the notice of the Court below. See also Adair v. Old Bushmills Distillery Co. (1908, W.N. 24); Collaroy Company v. Giffard (1928, Ch. 144). In respect of matters which the Act requires to be stated in the memorandum, when there is an inconsistency between the memorandum and the articles, the memorandum must prevail [Wedgwood Coal and Iron Co., Anderson’s Case (1878), 7 Ch. D. 75]. In respect of matters which the Act does not require to be stated in the memorandum, if there is an ambiguity, the articles may be permitted to explain the memorandum [Capital Fire Insurance Association (1882), Ch. D. 209]. Reference has been made above to the power of alteration by a company of its articles. This power, which is of the widest description, is conferred by s. 10 of the Act, which provides that: (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles’; and (2) ‘Any alteration or addition so made in the articles shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution.’ [nterpreta- tion. Alterations.

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