well after inspired by sniffle post, and after hours of comlaw... this is what you will write.
Case: Witch Co, the company producing all the poison apple to fulfill the need of snow white to be poisoned. Due to the negligence of the mirror(an employee and shareholder and director), has produce a series of apple that is not poisoned. Soon after the witch used one of these to poison snow and white and well, obviously failed. Advise the witch as to her position with the company, can she find the mirror personally liable? Also she had paid for 1000 more of the poisoned apple, the company's constitution expressed stated that 'poisoned item cannot be traded at quantities over 100 '
under section 15 of the companies act 1993, it is stated that a company has a separate legal personality. And it is separate from its shareholders. So in that sense, it is unlikely that the witch can find the mirror personally liable.
normally a compnay will the capacity to do pretty much everything, stated in section 16(1) of the companies act, however in 16(2) it allows the company to restrict it own capacity by the constitution which is the case now. However in section 17(1) and 18(1a) expressly stated that even though a company constitution has not be comply with, it does not deem the contract invalid, it is likely that the witch co will still have to delievery the 1000 poison apply at the end of the day. The only way the company can argue it way out is that in proviso of section 18 of the company act, it stated that if the person is ought to have or has knowledge of the situtation by the virtue of his or her position with the company. This is highly argueable as the witch have the mirror, which tell her about pretty much everything in the world(eg. the prettiest girl in the kingdom) Note that merely because the witch co 's constitution in the far far away register / a copy is available for inspection at the witch co doesn't deem the witch have the knowledge of the situation.
Rather can the mirror be held personally liable depends on the actual purpose of the company. We have to apply tests to determine to lift the corporate veil. The first test arise from the Savill v Chase Holding ltd, we have to see is there element of fraud or sharp practise or where it would be unconscionable. This case, there is no fraud as the company is not set up to sell fake poisonous apple, neither there is element of sharp practice, as it is just doing what it is suppose to do. Unconscionable action does not exist in this case as they are just merely business man trying to sell poisonous apple. The other test will be the sham test, such test were applied in the case Gilford motor co. Ltd v horne, it is to test whether the company is just a mere sham to avoid liability. in this case, witch co is not a mere sham, it is with the true intention to poison the general public.
Case: Witch Co, the company producing all the poison apple to fulfill the need of snow white to be poisoned. Due to the negligence of the mirror(an employee and shareholder and director), has produce a series of apple that is not poisoned. Soon after the witch used one of these to poison snow and white and well, obviously failed. Advise the witch as to her position with the company, can she find the mirror personally liable? Also she had paid for 1000 more of the poisoned apple, the company's constitution expressed stated that 'poisoned item cannot be traded at quantities over 100 '
under section 15 of the companies act 1993, it is stated that a company has a separate legal personality. And it is separate from its shareholders. So in that sense, it is unlikely that the witch can find the mirror personally liable.
normally a compnay will the capacity to do pretty much everything, stated in section 16(1) of the companies act, however in 16(2) it allows the company to restrict it own capacity by the constitution which is the case now. However in section 17(1) and 18(1a) expressly stated that even though a company constitution has not be comply with, it does not deem the contract invalid, it is likely that the witch co will still have to delievery the 1000 poison apply at the end of the day. The only way the company can argue it way out is that in proviso of section 18 of the company act, it stated that if the person is ought to have or has knowledge of the situtation by the virtue of his or her position with the company. This is highly argueable as the witch have the mirror, which tell her about pretty much everything in the world(eg. the prettiest girl in the kingdom) Note that merely because the witch co 's constitution in the far far away register / a copy is available for inspection at the witch co doesn't deem the witch have the knowledge of the situation.
Rather can the mirror be held personally liable depends on the actual purpose of the company. We have to apply tests to determine to lift the corporate veil. The first test arise from the Savill v Chase Holding ltd, we have to see is there element of fraud or sharp practise or where it would be unconscionable. This case, there is no fraud as the company is not set up to sell fake poisonous apple, neither there is element of sharp practice, as it is just doing what it is suppose to do. Unconscionable action does not exist in this case as they are just merely business man trying to sell poisonous apple. The other test will be the sham test, such test were applied in the case Gilford motor co. Ltd v horne, it is to test whether the company is just a mere sham to avoid liability. in this case, witch co is not a mere sham, it is with the true intention to poison the general public.
Ok I can't be stuffed carrying this on... comlaw totally took over the other space that the witch co was occupying in my brain. Now i am left with comlaw in my brain...
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