Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter IV. Articles of association

Collection:: Economics Books

ARTICLES OF ASSOCIATION 2; other shareholder, and Lord Herschell, in Welton v. Saffery 1897, A.C. at p. 315), after stating the words of the section, went on to say: ‘The articles thus become in effect a contract under seal by each member of the company and regulate his rights. They cannot, of course, diminish or affect any liability created by the express terms of the statute; but, as I have said, the statute does not purport to settle the rights of the members inter se; it leaves these to be .deter- mined by the articles (or the articles. and memorandum together), which are the social contract regulating those rights. I think it was intended to permit perfect freedom in this respect. It is quite true that the articles constitute a contract between each member and the company, and that there is no contract in terms between the individual members of the company; but the articles do not any the less, in my opinion, regulate their rights ¢nter se. Such rights can only be enforced by or against a member through the company, or through the liquidator representing the company; but I think that no member has, as between himself and another member, any right beyond that which the contract with the company gives.” The point, then, is that, there being no contract constituted by the articles between one member and another, although their mutual rights are regulated by the articles, one member cannot in general sue another in respect of a violation of those rights, but the company must do 1t for him. (3) As between the company and outsiders the articles do Company not constitute any contract whatever. And this seems to be and true, even in the case of a member in relationships with the Dutzidess, company arising otherwise than purely through membership. [t was long ago held that where the articles of a company provided that the preliminary expenses should be paid by the company, this gave the promoter no right whatever to recover them from the company [Melhado v. Porto Alegre Railway Company (1874), L.R. 9 C.P. 503]. The effect of the article was merely an agreement by the company with each individual shareholder, that the company would pay the preliminary expenses; and if the company failed to do 50 there was no breach of contract with the promoter, but only with the shareholders, who were not damnified. Similarly, in Eley v. Positive Life Assurance Company (1876, 1 Ex. D. 38), there was an article providing that the plaintiff should be employed for life as solicitor to the company and should only be removable for misconduct. He acted for some time, and then the company discontinued the employment. [t was held that he could not sue the company. Lord

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