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

Appoint- ment under the Articles. Cd SECRETARIAL PRACTICE Cairns, in the Court of Appeal, stated the effect of the article as being that, the articles being an agreement infer socios, it amounted to an agreement between the parties to it to employ the plaintiff. This being an agreement to which the plaintiff was in no way a party, he had no right of action upon it. ‘This article,” he says, ‘is either a stipulation which is binding on the members or else a mandate to the directors; in either case it is a matter between the directors and shareholders and not them and plaintiff.’ Lord Cairns meant, apparently, that the contract was be- tween the company and each individual member, and also between each individual member and each of his fellow members; but, in view of Lord Herschell's words in Welton v. Saffrey (quoted above), it appears that the latter of these two elements must strictly be excluded. The principle of the decision is not, however, affected by the exclusion. The hardship of this decision is more apparent than real. If a man is appointed by the articles, secretary or solicitor of a company, there is, it is true, no binding contract by the com- pany or the members to employ him as such. The prudent and the usual course is for a contract to be entered into between the company and the individual -it is desired to employ, wholly apart from the articles, and then his position is clear. Even if no contract has in fact been entered into, and a person appointed by the articles has in fact been employed as, say, secretary, the view taken by the Courts is that, although the articles do not constitute a contract, it can be ascertained from them upon what terms he is serving. Or, to put the matter in another way, if the com- pany and the secretary act as contemplated by the clause, the Courts will treat them as though they had entered into a contract in terms of the clause. There have been many cases in which this principle has been acted on, and in some of them the individual was a director. [See e.g. ex parle Beckwith (1898), 1 Ch. 324). Articles of association are public documents, and a person dealing with a company will be deemed to know and under- stand the contents of the articles [Griffith v. Paget (1877), 6 Ch. D. 511]; but he is not bound to do more than make sure that the proposed dealing is not inconsistent with the company’s regulations. ‘If the directors have power and authority to bind the company but certain preliminaries are required to be gone through on the part of the company before that power can be duly exercised, then the person contracting with the directors is not bound to see that all these preliminaries have been observed. He is entitled to

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