4. Promoters and pre-incorporation contracts

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under Section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

4. Promoters and pre-incorporation contracts

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under Section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

4. Promoters and pre-incorporation contracts

Company Law ◽  
2020 ◽  
pp. 51-62
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Common Law ◽  
Legal Aspects ◽  
Freedom Of Establishment ◽  
Fiduciary Duties ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
A Company ◽  
Corporate Mobility

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under section 51 of Companies Act 2006 before concluding with an analysis of the issue of corporate mobility in relation to the freedom of establishment.

1. The historical origins of the trust

2019 ◽  
pp. 1-13
Author(s):  
JE Penner
Keyword(s):  
Common Law ◽  
The Core ◽  
Administrative Power ◽  
The Subject ◽  
The Common ◽  
The Law ◽  
The Relationship ◽  
Historical Origins

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter traces the historical roots of the trust. The law of trusts is the offspring of a certain English legal creature known as ‘equity’. Equity arose out of the administrative power of the medieval Chancellor, who was at the time the King’s most powerful minister. The nature of equity’s jurisdiction and its ability to provide remedies unavailable at common law, the relationship between equity and the common law and the ‘fusion’ of law and equity, and equity’s creation of the use, and then the trust, are discussed.

8. Terms of the contract II: common law and statutory controls on unfair terms

2020 ◽  
pp. 198-227
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
The Core ◽  
Consumer Rights ◽  
Consumer Contracts ◽  
The Subject ◽  
The Common ◽  
Unfair Terms ◽  
Standard Terms

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines potentially unfair terms, including exemption clauses, in a contract. It considers the common law’s response to exemption clauses and other potentially unfair terms, and discusses statutory schemes to regulate them. It covers the Unfair Contract Terms Act 1977 (UCTA) which governs exemption clauses in non-consumer contracts, subjecting them to a requirement of reasonableness where the contract was made on standard terms. It also discusses in detail the Consumer Rights Act 2015 (CRA), which imposes a test of fairness on terms in consumer contracts, apart from the core terms.

5. Consideration and estoppel

2018 ◽  
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
English Law ◽  
Contractual Obligations

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores and defends the consideration requirement in the enforceability of contractual obligations, both when the contract is formed and if it is varied, refuting some of the criticisms calling for the requirement of consideration to be reformed or abolished in English law. It defines consideration as the ‘price of the promise’ and clarifies that an act or promise must have been requested by the promisor to count as consideration. It explores issues such as past consideration, performance of an existing contractual duty, part payment of a debt, for which latter issue the common law rule is ameliorated by the equitable doctrine of promissory estoppel.

5. Consideration and estoppel

2020 ◽  
pp. 89-127
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
The Core ◽  
The Subject ◽  
The Common ◽  
English Law ◽  
Contractual Obligations

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores and defends the consideration requirement in the enforceability of contractual obligations, both when the contract is formed and if it is varied, refuting some of the criticisms calling for the requirement of consideration to be reformed or abolished in English law. It defines consideration as the ‘price of the promise’ and clarifies that an act or promise must have been requested by the promisor to count as consideration. It explores issues such as past consideration, performance of an existing contractual duty, part payment of a debt, for which latter issue the common law rule is ameliorated by the equitable doctrine of promissory estoppel.

8. Terms of the contract II: common law and statutory controls on unfair terms

2018 ◽  
Author(s):  
Janet O’Sullivan
Keyword(s):  
Common Law ◽  
The Core ◽  
Consumer Rights ◽  
Consumer Contracts ◽  
The Subject ◽  
The Common ◽  
Unfair Terms ◽  
Standard Terms

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines unfair terms and exemption clauses in a contract. It considers the common law’s response to unfair terms and exemption clauses and discusses statutory schemes to regulate them. It covers the Unfair Contract Terms Act 1977 (UCTA) which governs exemption clauses in non-consumer contracts, subjecting them to a requirement of reasonableness where the contract was made on standard terms. It also discusses in detail the Consumer Rights Act 2015 (CRA), which imposes a test of fairness on terms in consumer contracts, apart from the core terms.

The Common Law in Australia: Its Nature and Constitutional Significance

2004 ◽  
Vol 32 (3) ◽  
pp. 337-355 ◽  
Author(s):  
Leslie Zines
Keyword(s):  
Public Policy ◽  
Common Law ◽  
Public Law ◽  
Federal Law ◽  
Contemporary Debate ◽  
Policy Paper ◽  
Law And Policy ◽  
National University ◽  
The Subject ◽  
The Common

This article originally was published as a Law and Policy Paper. The Law and Policy Papers series was established in 1994 by the Centre for International and Public Law in the Faculty of Law, the Australian National University. The series publishes papers contributing to understanding and discussion on matters relating to law and public policy, especially those that are the subject of contemporary debate. In 1999 the papers were published jointly by the Centre for International and Public Law and The Federation Press. This article is reproduced in the Federal Law Review with the permission of the original publishers.

The Trade Mark, Other Product Designations, and Goodwill

2017 ◽  
Author(s):  
Justine Pila
Keyword(s):  
Subject Matter ◽  
Common Law ◽  
Trade Mark ◽  
Geographical Indication ◽  
Passing Off ◽  
Rights Protection ◽  
Essential Properties ◽  
The Subject ◽  
The Common ◽  
The Relationship

This chapter considers the meaning of the terms that appropriately denote the subject matter protectable by registered trade mark and allied rights, including the common law action of passing off. Drawing on the earlier analyses of the objects protectable by patent and copyright, it defines the trade mark, designation of origin, and geographical indication in their current European and UK conception as hybrid inventions/works in the form of purpose-limited expressive objects. It also considers the relationship between the different requirements for trade mark and allied rights protection, and related principles of entitlement. In its conclusion, the legal understandings of trade mark and allied rights subject matter are presented as answers to the questions identified in Chapter 3 concerning the categories and essential properties of the subject matter in question, their method of individuation, and the relationship between and method of establishing their and their tokens’ existence.

Sign in / Sign up

Export Citation Format

Share Document