BLAW211: Relationship of Company to Outside World
Capacity and Powers, s16
- full capacity to do any act, but a company can restrict its capacities or powers
- Ultra Vires (beyond the legal power or authority)
Corporate Capacity, s17
- companys act is not invalid merely because the company did not have capacity or the power to act
s18
- A company cant avoid consequences of a decision it has made by asserting that its internal processes were not complied with unless the other party knew of this
- Transaction cant be set aside if Companies Act/constituion not complied with, person named director is not a director, person held out by company lacks the authority, or document issued not valid
Section 19
- person is not deemed to have knowledge of anything contained in the constitution, even though its publicly avalaible at Companies Office
Levels of Constructive Knowledge
Baden Delvaux: 5 categories of knowledge
1. actual knowledge, 2. wilful blindness, 3. failure to make inquiries that an honest/reasonable person would,knowledge of circumstances that would indicate facts (4.) or put person on enquiry (5)