BLAW2013 Study Guide - Final Guide: Deception, Due Diligence, Fiduciary
Document Summary
Pty ltd (private) s 113 could be: However rescission of the contract will not be available if: If the company delays in acting on the discovery of the breach of duty. If restitution is impossible i. e property has been altered. If innocent third parties will be effected by rescission of the contract: damages, recovery of secret profits, can be recovered regardless of rescission being available (gluckstein v barnes [1900, can be achieved by way of constructive trust. Preincorporation contracts: a pre-incorporation contract is a contract made by a promoter on behalf of the company before the company is formed, at common law, this is impossible however section 131 enables pre-incorporation contracts to exist. If these three are not satisfied the third party will have a personal action against the promoter under s 131(2). If the company does not ratify the contract the court may order the company to pay damages or transfer property s 131(3).
