Implied powers rule, Business Law and Ethics

Assignment Help:

Implied powers rule:

The courts would regard such things as impliedly within the company's powers unless they are "expressly prohibited" by the memorandum. The range of transactions that could be encompassed within the "implied powers rule" was illustrated by Lord Buckley in 1907 when, in Attorney - General v Mersey Railway Co, he stated:

"To ascertain whether any particular act is ultra vires or not the (stated objects) must first be ascertained; then the special powers for effectuating those (objects) must be looked for, and then, if the act is not within either the (stated objects) as described in the memorandum, the inquiry remains whether the act is incidental to or consequential upon the (stated objects) and is a thing reasonably to be done for effectuating it ... By way of illustration, let me suppose that the (stated object) found in the memorandum of association of a (registered) company is to establish and carry on a hotel, and that express power is given to buy land at a particular place and to build and that as to anything further the... memorandum of association is silent. It is quite clear that all such acts as are reasonably necessary for effectuating that purpose are intra vires, such, for instance, as the purchase of furniture, and of linen, of provisions, and of wines and spirits, the hiring of servants, the payment of licences, the ownership probably of horses and carriages, the maintenance and working of an omnibus which shall attend at the railway station to take intending guests to the hotel and the like. In a large number of cases the maintenance of a garden and pleasure grounds would be intra vires... The maintenance of tennis lawns or of a bowling green would, in many circumstances, be legitimate. Under circumstances such as presently put, a golf links might be intra vires. All these and the like will without express mention be within the company's powers. Then I may instance other acts as to which it would be a question of fact in the case of the particular hotel whether it was such an act as was reasonably incidental or consequential. If, for instance, the hotel were at Bundoran or Rosapenna or elsewhere in the country it might be intra vires to lay out and maintain in good order a golf links or to acquire rights of fishing and to own boats and supply gillies for the purpose of fishing upon the lakes. It may be that in the particular locality customers could only be reasonably expected or obtained by offering these attractions, and they might be as necessary as a smoking-room or a bowling green elsewhere. If the hotel in question were the Savoy Hotel in the Strand or the Great Central Hotel in the Marylebone Road the proposition would cease to be true. So, again, if the hotel were situated in a place inaccessible unless special means of communication were provided-say, at a lovely spot at the end of a Scotch Loch to which there is no road, or at a place to which there is access by road but which is not served by any coach or mail cart service-it might be intra vires for that hotel to run a steam launch or a motor-car to bring its guests to their destination. It would in such a case be analogous to the omnibus which the hotel in the country town sends to the railway station. The question is in each case a question of fact.


Related Discussions:- Implied powers rule

Torts law problem, Bazil decided to celebrate a promotion he had received a...

Bazil decided to celebrate a promotion he had received at work that week by having a few alcoholic drinks on the weekend. After a few hours spent in the local pub, Bazil decided he

State the issues relating to the public policy, State the issues relating t...

State the issues relating to the public policy We shall focus on the issues relating to the public policy in an open economy setting in a bit more technical way. While approac

What are the international policies - policy process, What are the intern...

What are the international policies  -  Policy process In international policy, (politics) each state is part of a system and each is the guardian of its own security and indep

Termination of partnership, Termination of Partnership The Articles of P...

Termination of Partnership The Articles of Partnership will contain like a rule or be the regulations with regard for the termination of the partnership. Almost in the absence o

Appointment by directors, APPOINTMENT BY DIRECTORS: The company first ...

APPOINTMENT BY DIRECTORS: The company first auditors of may be appointed through the directors at any time before the first annual general meeting, and auditors so appointed s

What is the use of reprisal, What is the use of reprisal the use of rep...

What is the use of reprisal the use of reprisal should also be categorized under the heading of the lawful use of force. It is defined as a counter action taken by a state to p

Agency, John owns a 1951 Mercedes Sl that he wishes to sell. He instructs R...

John owns a 1951 Mercedes Sl that he wishes to sell. He instructs Ross to sell the car, and in return, will be paid £5,000 commission. Ross manages to find a buyer, Paul, Paul and

Parol evidence rule, 1. How do mandatory terms limit freedom of contract? ...

1. How do mandatory terms limit freedom of contract? 2. How do contract interpretation issues arise? 3. What is the difference between subjective and objective intent?   4

Case, Corgi was the breeder of prize-winning pedigree dogs that often sold ...

Corgi was the breeder of prize-winning pedigree dogs that often sold for very high prices. Reynolds, a wealthy businessman who had recently retired, decided to purchase one of thes

Representations regarding character or credit, Representations Regarding Ch...

Representations Regarding Character or Credit Since statements relating to a person's credit-worthiness will only be actionable whether made in pursuance of a contract that wa

Write Your Message!

Captcha
Free Assignment Quote

Assured A++ Grade

Get guaranteed satisfaction & time on delivery in every assignment order you paid with us! We ensure premium quality solution document along with free turntin report!

All rights reserved! Copyrights ©2019-2020 ExpertsMind IT Educational Pvt Ltd