Position in relation to the company - company secretary, Business Law and Ethics

Position in Relation to the Company:

In 1882 Lord Esher in Barnett, Hoares & Co v South London Tramsways Co stated that:

"A secretary is a mere servant; his position is that he is to do what he is told, and no person can assume that statements made by him are necessarily to be accepted as trustworthy without further inquiry."

Thus it was held in various cases that the secretary had no independent authority to bind the company by contract. However, in 1971 in Panorama Developments Ltd v Fidelis Furnishing Fabrics Ltd the Court of Appeal stated that in modern times the secretary is no longer a mere clerk; he is a chief administrative officer of the company and thus can make representations on behalf of the company and enter into contracts on its behalf as long as they concern the administrative side of the business such as contracts for the employment of staff, the acquisition of office equipment or the hiring of transport for visiting the company's factory, as the secretary had done in that case.

However, apart from such exceptions, the secretary still has no power and so he acts outside his authority if, for example, he borrows money in the company's behalf, or negotiates contracts other than those necessary for administrative purposes, or calls a general meeting on his own authority; of course the Articles empower the directors to delegate any of their powers to any agent they choose, they may delegate to the secretary and this is not uncommon, especially when the secretary is also a director.

Posted Date: 1/12/2013 5:10:02 AM | Location : United States







Related Discussions:- Position in relation to the company - company secretary, Assignment Help, Ask Question on Position in relation to the company - company secretary, Get Answer, Expert's Help, Position in relation to the company - company secretary Discussions

Write discussion on Position in relation to the company - company secretary
Your posts are moderated
Related Questions
Gains from Policy Coordination The previous section has illustrated how large countries typically face positive or negative spill over effects associated with aggregate demand

Question1 Clayton's case is considered to be one of the most essential legal decisions in banking laws that established the principle of the order of application of credits agains

Chartered Companies: A chartered company is formed when the Queen or King of England issues a charter, or "letters patent", to a group of people who intend to carry on a busin

Purpose: To enable course registrants to apply their knowledge of ethical principles, skills in ethical analysis, and use of introspection to analyze an actual case that contains

Make-or-Buy Decisions  Make or buy decision is a strategic decision that any organisation has to make, between producing an item internally and buying it externally.  With t

Change of Name: A company's name may be changed voluntarily or compulsorily (a)   Voluntary Change A company's name may be changed voluntarily: i. Under s.2.1 if a sp

UNCTOC gives the right of Confiscation and Seizure to individual states. " 1. States Parties shall adopt, to the greatest extent possible within their domestic legal systems,

Explain UNHCR UNHCR provides protection and assistance not only to refugees, but also to other categories of displaced or needy people. These include asylum seekers, refugees w

Theories of self-enforcing or implicit contracts These theories relate to the problem of limits to which legal compulsion can be employed (due to information or transaction cos

What are the types of international law? Two main types of international laws are there, it is public international law and private international law. Public law is law th