re cape breton co 1885 case summary

407, 428, per Romer J. 51 Charitable Corpn. See above, pp. When ratification is raised as an issue in relation to directors' breaches of duty, the difficulty which is most commonly discussed is how to draw the line between ratifiable and non-ratifiable breaches. 384. page 143 note 21 As an alternative, it would seem that the unanimous agreement of all the shareholders having the right to attend and vote at a general meeting given informally will suffice: see Re Duomatic Ltd [1969] 2 Ch. Beattie v. E. & F. Beanie Ltd. [1938] Ch. 616; cf. cit. page 122 note 3 Prudential Assurance Co. Ltd v. Newman Industries Ltd (No. 42 Re Railway & General Light Improvement Co., Marzetti's Case (1880) 42 L.T. (London, 1840); G. Taylor, Practical Treatise on the Act for the Registration, Regulation and Incorporation of Joint Stock Companies (London, 1847). *You can also browse our support articles here >. ; and cf. Acting in the Best Interests of the CompanyFor whom are the Directors Trustees? page 145 note 31 Cf. Cas. the view expressed by Baker, , Disclosure of Directors' Interests in Contracts [1975] J.B.L. Cf. The penal provisions of s. 199 of the Companies Act 1948 perpetuate this duplicity, although they make it clear that the equitable rules are unaffected. v. Sutton (1742) 2 Atk. 60 Cf. 's analysis rested on affirmation is, it is submitted, accordingly not sustainable. & Cr. in Re Horsley & Weight Ltd [1982] Ch. Cf. Secondly, they must now be doubted because like the Multinational Gas case the ratification was prospective and that case is authority that there is no breach of duty and no misfeasance if the directors have acted with the assent of all the shareholders, albeit that they are the shareholders. & C.C.C. Ratification and the Release of Directors from Personal https://doi.org/10.1017/S0008197300113649, Get access to the full version of this content by using one of the access options below. cit. Cas. 701, 720 (the same judge in the court below). 13 Cf. A company promoter owes fiduciary duties to the company that he is setting up. 1, para. 10 Ch.App. 199200Google Scholar; Snell, , Principles of Equity (28th ed., 1982), p. 293Google Scholar. 43 Re Mercantile Trading Co., Stringer's Case (1869) L.R. 28 See, e.g., Re Cardiff Savings Bank, Marquis of Bute's Case [1892] 2 Ch. 1218. page 137 note 90 See Hogg v. Cramphorn Ltd [1967] Ch. v. Sutton (1742) 2 Atk. ); Tool Metal Manufacturing Co. Ltd v. Tungsten Electric Co. Ltd [1955] 2 All E.R. 532Google Scholara rule apparently overlooked in Re Cleadon Trust Ltd. [1939]Google Scholar Ch. (note 22, supra), p. 93. Any undisclosed profits must be disgorged by Graham to the company. A) Is Tidy plc bound to pay for the computers? 16 January 2009. 119, 128136; Brunyate, , Limitation of Actions in Equity (London, 1932)Google Scholar; Gower, op. 653. 809. page 136 note 86 See, e.g., Ormes v. Beadel (1860) 2 De G. F. & J. It seems to me that a man who accepts such a trustee-ship, and does nothing, never asks for explanation, and accepts flimsy explanations, is dishonest: Re Second East Dulwich 745th Starr-Bowkett Building Soc. Published online by Cambridge University Press: 589; Dominion Cotton Mills Co. Ltd. v. Amyot [1912]Google Scholar A.C. 546; Ving v. Robertson & Wood-cock Ltd. (1912) 56 S.J. 1222 (P.C. In either such a case, the self-dealing rule cannot apply: there is no transaction to which it can respond. 5 Benson v. Heathorn (1842) 1 Y. 400. 212. page 139 note 98 See Re Cape Breton Co. (1885) 29 Ch. 206; Re Denham & Co. (1883) 25 Ch.D. 253Google Scholar (ultra vires); Zwicker v. Stunbury [1954] 1 D.L.R. the General Insurance Office (1720), ibid. 242Google Scholar, the position taken by the Court of Appeal in the Multinational Gas case, and more recently in Rolled Steel Products (Holdings) Ltd v. British Steel Corporation [1986] Ch. Mr Bowles purchased a high number of Irish Land Stock which was transferred to his name in Bank of England books. 328. 5 Ch.App. 19 Re Kingston Cotton Mill (No. 58 Hirsche v. Sims [1894] A.C. 654; Seligman v. Prince & Co. [1895] 2 Ch. Cf. page 141 note 12 (1887) 12 App. However, no such clause is mentioned in the scenario and therefore advice must be offered assuming it does not exist. page 125 note 17 Palmer, Vol. 326, 340, per Knight Bruce V.-C.; York and North-Midland Ry. 795, 803804, per Cotton L.J. 203Google Scholar is to the contrary, but cannot stand with Bell v. Lever Bros. Ltd., supra. D. 400. cit., p. 493. Suitably worded articles would, however, seem capable of altering this general rule to confer the power of release on the non-interested directors. 96 Re Cape Breton Co. (1885) 29 Ch.D. 562. 1, 73; Burrows v. Walls (1855) 5 De G.M. 11 Grant v. United Kingdom Switchback Rys. } What has received considerably less attention is the meaning of ratification itself. 4 He is acquitted of dishonesty in the usual sense of the word. 399; Multinational Gas and Petrochemical Co. v. Multinational Gas and Petrochemical Services Ltd [1983] Ch. Cf. concurred; pp. Re Exchange banking Co. Flit crofts case. 4 Ch.App. 795; Jacobus Marler Estates Ltd. v. Marler (1916) 85 L.J.P.C. Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. 91 Canada Safeway Ltd. v. Thompson, supra (information obtained at company's expense). 1064. 701, 720, per Lord Hatherley L.C. & G. 835); Maxwell v. Port Tennant Patent Steam Fuel and Coal Co. (1857) 25 Beav. 158. The so-called ratification applies to the consequences of the breach of duty and does not itself effect the exercise of power. As a consequence, Graham is forbidden from making a profit out of his position unless he has fully and frankly disclosed his interest in a transaction from which any profit arose and the company consents to the retention of the profit by him. page 122 note 2 North-West Transportation Co. Ltd v. Beatty (1887) 12 App. The companypurchased the mines for 42,000. Total loading time: 0 Cf. 8 Cf. Gower, op. 130; Ajayi v. R. T. Briscoe (Nigeria) Ltd [1964] 3 All E.R. 2) [1974] 1 All E.R. 80. 64 Cf. 27.21.4. page 148 note 47 Ibid., at pp. Unless given pursuant to a contract, the consent or waiver is revocable in its application to future conduct by the giving of reasonable notice to the party who benefits from it; save that, if the party cannot resume his position or if the termination would cause injustice to him, it may be binding: see Halsbury's Laws of England, 4th ed., Vol. 510511. 87, 88Google Scholar. Ltd. (1890) 59 LJ.Ch. Rossi, Stefano Burland v. Earle [1902]Google Scholar A.C. 83, 93, per Lord Davey. v. Hudson (1853) 16 Beav. 326, 340, per Knight Bruce V.-C.; York and North-Midland Ry. 257Google Scholar, where directors who acquired a member's shares without cost, in the course of negotiations for a reorganisation, were required to surrender them to the company. 257Google Scholar, where directors who acquired a member's shares without cost, in the course of negotiations for a reorganisation, were required to surrender them to the company. 548Google Scholar, though the contrary argument is made by Gregory, , Section 205 of the Companies Act 1948A Reply (1983) 99 L.Q.R. 34Google Scholar; Shaw & Sons (Salford) Ltd. v. Shaw [1935] 2 K.B. 532Google Scholara rule apparently overlooked in Re Cleadon Trust Ltd. [1939] Ch. Re Liverpool Household Stores Assn. 32, 471). Re German Mining Co., ex p. Chippendale (1853) 4 De G.M. The new board discovered the true nature of the transaction and sued Erlanger to rescind the contract for the sale of the mining rights. D. 795, approved. Do you have a 2:1 degree or higher? (2d) 117 is difficult to reconcile with the older authorities. Re Cape Breton Co (1885) Six partners purchased coal mines for 5,500 and mined themduring the partnership. 100. 53 Burland v Earle [1902] AC 83. Free resources to assist you with your legal studies! (at p. 455) and Templeman L.J. page 127 note 29 See Brunyate, , Limitation of Actions in Equity (1932), pp. Millers (Invercargill) Ltd. v. Maddams [1938]Google Scholar N.Z.L.R. 27 Charitable Corpn. App. 187993, Parliamentary Papers (1844), Vol. The Caribbean Advanced Proficiency Examination (CAPE) is designed to provide certification of the academic, vocational and technical achievement of students in the Caribbean who, having completed a minimum of five years of secondary education, wish to further their studies. hasContentIssue false, Copyright Cambridge Law Journal and Contributors 1987. 212. page 125 note 15 Para. B. v. Flota Petrolera Ecuatoriana (The Scaptrade) [1983] 1 All E.R. DuBois, , The English Business Company after the Bubble Act (New York, 1938), p. 266, n. 104, p. 274Google Scholar, n. 163; Benson v. Heathorn (1842) 1 Y. & C.C.C. cit. 1, para. 618, 621; Re Dover Coalfield Extension Co. [1908] 1 Ch. page 143 note 16 As to its operation in the law of torts, see Clerk, and Lindsell, , Torts (15th ed., 1982), pp. ibid. 60 Cf. This is also true of the new art. [1940]Google Scholar Ch. "useRatesEcommerce": false As to the efficacy of such articles both in relation to equitable and common law duties, see Imperial Mercantile Credit Association v. Coleman (1871) L.R. 589. Assn. D. 795, followed by the Court of Appeal in . Ashburner, , Principles of Equity (2nd ed., 1933), pp. 73 Section 165 provided a summary procedure by which a liquidator could recover benefits recoverable by the company at law or . 231, 271 (27 directors of whom 5 trustees); Chilean and Peruvian Mining Assn., in Ducarry v. Gill (1830) M. & M. 450 (3 trustees, also directors but not enough for a quorum of directors). 4 Ch.App. The difficulty with this view is the general rule that a company is entitled to the unbiased advice of every director, so that even if the director seeking the release refrained from voting the resolution would still be invalid: Imperial Mercantile Credit Association v. Coleman (1871) 6 Ch. 1, 1518; and Cornell v. Hay (1873) L.R. And see the cases cited at n.29 above dealing with the affirmation by a cestui que trust of voidable transactions entered into by a trustee. 558 and Costa Rica Ry Co. Ltd v. Forwood [1900] 1 Ch. 442Google Scholar, both Cumming-Bruce L.J. ), 1226per Wilberforce, Lord(consent to profit from office)Google Scholar; Winthrop Investments Ltd v. Winns Ltd [1975] 2 N.S.W.L.R. An example was the Re cape Breton Co (1885)case. 212. page 137 note 89 Re Cape Breton Co. (1885) 29 Ch. 167n. Hostname: page-component-75b8448494-6dz42 421Google Scholar. In terms of the law of equity a promoter owes a fiduciary duty to the company he or she is promoting. 606, 636637 (equity). 301, 304305: but cf. 85 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. 1 Charitable Corpn. The same distinction is made in the tort of conspiracy: see Crofter Hand Woven Harris Tweed Co. v. Veitch [1942]Google Scholar A.C. 435, 445, per Viscount Simon. In contrast, the bona fides of majority shareholders may be inquired into even when they have an adverse interest: North-West Transportation Co. Ltd. v. Beatty (1887) 12 App.Cas. Re Cape Breton Co (1885) Court held that duty of promoter may arise even at the time he purchases a property with the intention of selling it to the company he is going to incorporate . 319; Re North Australian Territory Co., Archer's Case [1892) 1 Ch. p. 453). D. 795, 803-806 per Cotton L.J., . page 135 note 77 At least where the property in equity is the company's: see below, pp. 35 Ch. In the case of Kelner v Baxter (1866)[5] a contract for the delivery of goods (bottles of wine) was entered into by a promoter on behalf of a company that had yet to be formed, with the intention that the company would sell the goods after its incorporation. 727; Ashburner, , Principles of Equity, 2nd ed. 's analysis is consistent with the majority's rejection of an independent right to an account of profits, but both may be doubted. page 139 note 2 Ibid., at pp. 98 Cf. 87 Parker v. McKenna (1874) L.R. 206; Re Denham & Co. (1883) 25 Ch.D. 591 (single director with plenary powers). Cf. 616, 626, per Kekewich J. 392; or if third parties have acquired rights for value: Re Leeds and Hanley Theatres of Varieties Ltd [1902] 2 Ch. 16 January 2009. the company affirms the contract (Re Cape Breton Co (1885) 29 Ch D 795) the company delays in exercising its right to rescind the contract. 123Google Scholar, 127. 1, para 6425. App. 39 Cf. 18 See, e.g., Chancey v. May (1722) Prec.Ch. There are suggestions in some cases that a remedy in negligence, sounding in damages, lies against any director. 8 e.g., Companies Act 1948, Table A, Art. Bignold (1856) 22 Beav. It may be possible to adopt the contract or negotiate a replacement contract on the same terms but this will probably be a matter for mutual agreement (given that the facts are silent as to the exact terms of the original agreement) and not something on which Tidy plc could insist. 763; Re Denham & Co. (1883) 25 Ch.D. The company was formedand two of these same partners became directors. (1859) 4 De G. & J. Board of Trade: (Alien immigration) Reports on the volume and effects of recent immigration from eastern Europe into the United Kingdom. 77 Bell v. Lever Bros. Ltd. [1932]Google Scholar A.C. 161, 195, per Lord Blanesburgh; London & Mashonaland Exploration Co. v. New Mashonaland Exploration Co. [1891] W.N. Re Cape Breton Co (1885) 29 Ch D 795 If an agent agrees to procure an item for a principal, but already owned that item and wishes to sell his own, he may do so only for a reasonable market price. Gower, op. 97 (1874) L.R. (1906), Re cape Breton Co (1885) no disclosure renders it liable to rescission. 196, 198, per Kekewich J. Pawling (1954) 71 R.P.C. Take a look at some weird laws from around the world! 562. 44 Hutton v. West Cork Ry. 322, 338. 337; and see Jones, , Unjust Enrichment and the Fiduciary's Duty of Loyalty (1968) 84 L.Q.R. 787. 593594. 400 would have been the members, and not the corporation. This is the position at equity, but also at common law Graham will be liable to disgorge his profit. Companies Act 194S, Table A, Art. Ch. 84. Later he sold the mining rights to the newly incorporated company for 110,000. 326; Re German Mining Co., ex p. Chippendale (185354) 4 De G.M. As Kelner v Baxter and Phonogram v Lane indicate, and as section 36C of the CA 1985 confirms, it is not possible Tidy plc is not a party to the contract for the vacuum cleaners and thus it has no right to insist on the delivery of the vacuum cleaners due to the simple principle of privity of contract.. 442Google Scholar, discussed in n.68 above, and adopted by Cooke, J. in the New Zealand Court of Appeal in Nicholson v. Permakraft (N.Z.) 46 Re Lands Allotment Co. [1894] 1 Ch. 61; Ex p. James (1803) 8 Ves. There could then have been no suggestion that the directors as shareholders could have ratified the transaction, and, moreover, the defendants who escaped liability would probably not have done so. v. Sutton (1742) 2 Atk. 995. As Pennington notes at p. 586Google Scholar, this principles does not rest on the separate legal personality limb, since it applied equally to unincorporated common-law companies: Re Norwich Yarn Co., exp. 1 See Zwicker v. Stanbury [1954] 1 D.L.R. 247Google Scholar; Baxter, , The Role of the Judge in Enforcing Shareholder Rights [1983] C.L.J. 57 Wilson v. London Midland & Scottish Ry. & G. 19, 34; Overend & Gurney Co. v. Gibb (1872) L.R. v. Hudson, supra; Burt v. British Nation Life Assce. See Dawson, , Acting in the Best Interests of the CompanyFor whom are the Directors Trustees? (1984) 11 N.Z.U.L.R. 365, 373, applied in the Multinational Gas case, [1983] Ch. 350Google Scholar. 16 See, e.g., York and North-Midland Ry. page 147 note 39 See s.36, Companies Act 1985 as to the form of deed under seal. 53 Lagunas Nitrate Co. v. Lagunas Syndicate [1899] 2 Ch. 368. 6 See, e.g., the following textbooks, each of which incorporates one or more model deeds of settlement: C. F. F. Wordsworth, The Law Relating to Railway, Bank, Insurance, Mining and other Joint-Stock Companies, 2nd ed. 708Google Scholar. Content may require purchase if you do not have access.). 654, 671. 56 Cf. Basic Rule Doctrine. D. 135. 453 has already been referred to; the remainder all deal with the equitable right to elect between rescinding and affirming a voidable transaction, and not with the defendant's personal liability. P. & O. . 800Google Scholar; Leeds Estate Building & Investment Co. v. Shepherd (1887) 36 Ch.D. 94 94 [1902] A.C. 83. 87 Parker v. McKenna (1874) L.R. With the ratification of directors' breaches of duty no question of the subsequent granting of authority arises. The latter for the reasons set out below, the former on the grounds that the breach of duty results in a voidable, not a void, transaction. 48 Land Credit Co. of Ireland v. Lord Fermoy (1870) L.R. Carriage & Iron Co. v. Riche (1875) L.R. 529 (injury to stranger). 54 Re Leeds and Hanley Theatres of Varieties [1902] 2 Ch 809; Jacobus Marler Estates v Marler (1913) 85 LJ PC 167. company to obtain an official listing on the Stock Exchange, it has to have at least a three year record of trading. On the operation of waiver in the law of contract, see Cheshire, and Fifoot, , Central London Property Trust Ltd v. High Trees House Ltd (1947) 63 L.Q.R. 634; Pavlides v. Jensen [1956]Google Scholar Ch. 3 The leading modern case is Re City Equitable Fire Insce. 1064, 106667Google Scholar, where he twice refers to the alleged wrong as a transaction, and speaks of the possibility of the transaction being confirmed by the majority, but not of the release of the wrongdoers from personal liability. Co. Ltd. [1925] Ch. Total loading time: 0 1; Att.-Gen. v. Compton (1842) 1 Y. 417. Any opinions, findings, conclusions, or recommendations expressed in this material are those of the authors and do not reflect the views of LawTeacher.net. Fiona is personally liable to pay for the vacuum cleaners and the computers that she ordered.. Grahams sale of chairs to the company is liable to rescission and he may either be required to disgorge his undisclosed profit to the company or sued for negligence, fraud or misrepresentation. 654. 366 (P.C.) Published: 20th Aug 2019. Cannon v. Trask (1875) L.R. Consequently, even where ratified, the acts are performed by the directors, not by the company exercising its primary powers. 62 Piercy v. S. Mills & Co. Ltd. [1920] 1 Ch. pp. page 129 note 54 See Meagher, Gummow and Lehane, Equitable Doctrines and Remedies, p. 400; and see Ajayi v. R. T. Briscoe (Nigeria) Ltd, supra: and the observations of Megarry, J. in Re Vandervell's Trusts (No. 591; Zwicker v. Stanbury [1954] 1 D.L.R. 708. This would seem to be a satisfactory way of distinguishing Shaw & Sons (Salford) Ltd v. Shaw [1935] 2 K.B. [1963] 2 Q.B. 29 The decisive case is probably Land Credit Co. of Ireland v. Lord Fermoy (1870) L.R. Feature Flags: { 12 See, further, Re Norwich Yarn Co., ex p. Bignold (1856) 22 Beav. 246Google Scholar, is that only those transactions which amount to a fraud on the creditors are beyond the control of the unanimous vote of the shareholders (at least to authorise in advance). 18 See, e.g., Chancey v. May (1722) Prec.Ch. 82 See [1962] C.L.J. v. Sutton (1742) 2 Atk. A modern variant reads: If we pay in peanuts, we must expect to get monkeys The Observer, December 18, 1966Google Scholar. 331. Co. Ltd. [1925]Google Scholar Ch. The computers have been delivered, although they have not been paid for, but the vacuum cleaners have not been delivered. 601602 and Gore-Browne, para. page 126 note 20 See, e.g., SirPollock, Frederick, Principles of Contract (13th ed., 1950) p. 150Google Scholar. page 137 note 88 Hogg v. Cramphorn Ltd [1967] Ch. The role of a promoter does not end immediately after the company is incorporated. Griffin S.., Company Law Fundamental Principles, (2005) Longman, Sealy L. S., Sealy: Cases and Materials in Company Law, 7th ed (2001) LexisNexis UK, Shepherd (ed. 409. Ltd. (1890) 59 L.J.Ch. Since 1995 the only municipality in the county has been a single-tier municipality called Cape . Peso Silver Mines Ltd. v. Cropper (1966Google Scholar) 56 D.L.R. A distinction must be made between an ultra vires misapplication of funds and a mere breach of duty. Tidy plc does not owe any legal liability to do so. that it was not merely promissory. Co. Ltd. [1925] Ch. 17 Pavlides v. Jensen [1956]Google Scholar Ch. 752; London Financial Assn. 50 Grimwade v. Mutual Society (1884) 52 L.T. This information may affect the status of the transaction and the remedies available to Tidy plc. Button v. West Cork Ry. page 135 note 75 The application of the principle to the particular case before the learned judge, however, is (with respect) questionable. This point is made clear by Cotton L.J. The purchase was thereafter approved by the board of directors of the new company, who had been appointed by Erlanger and were largely under his influence. This is sometimes referred to as novation[9] agreement. 2) [1982] Ch. 113Google Scholar. 78, Table A, First Schedule, Companies Act 1948. page 144 note 22 See, e.g., the dicta of the House of Lords in Regal (Hastings) Ltd v. Gulliver [1967] 2 A.C. 134n, 155, 157 per Wright, LordGoogle Scholar, and in Boardman v. Phipps [1967] 2 A.C. 46, 109per Hodson, LordGoogle Scholar, 117 per Lord Guest; and also: New Zealand Netherlands Society Oranje Inc. v. Kuys [1973] 2 All E.R. 569Google Scholar; Mason, , Ratification of the Directors' Acts: An Anglo-Australian Comparison [1978] 41 M.L.R. page 126 note 28 Ibid., at p. 466. The distinction is brought out by a comparison of the first instance and Court of Appeal judgments in Bamford v. Bamford [1970] Ch. 9 Shaw & Sons (Salford) Ltd. v. Shaw [1935] 2 K.B. Cas. 487. page 143 note 18 See, e.g., Letang v. Ottawa Electric Rly Co. [1926] A.C. 725, 731 (tort); and Boulting v. A.C.T.T. 10 If the board cannot function, e.g., through deadlock or, semble, conflicting interest, its functions revert to the general meeting: Foster v. Foster [1916] 1 Ch. 15 Cook v. Deeks [1916] 1 A.C. 554Google Scholar. This page contains a form to search the Supreme Court of Canada case information database. 475476. There is also a long-standing principle of agency law which stipulates that a company as principal cannot ratify, retrospectively adopt, any contract made on its behalf by an agent before it was incorporated and Natal Land is a good example of this rule in operation. 2 Overend Gurney & Co. v. Gurney (1869) L.R. 1016. page 147 note 43 (1912) 56 S.J. 257Google Scholar. In confirmation of this principle of the common law, section 36C(1) of the CA 1985 states that: a contract which purports to be made by or on behalf of a company at a time when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he or she is personally liable on the contract accordingly.. D. 795, followed by the Court of Appeal in Ladywell Mining Co. v. Brookes (1887) 35 Ch. 616, 620, per Kekewich J. (1858) 25 Beav. 94 [1902] A.C. 83. Is the law, in so far as it is based on trust principles, adequate to ensure the proper discharge by directors of their responsibilities? (Malta), LL.M. 215, 241Google Scholar. 73 Cavendish Bentinck v. Fenn (1887) 12 App.Cas. Trustee savings banks, however, were exceptional, in that trustees did as a rule constitute the executive; and this was probably true also of one or two building and friendly societies. 69, 7072. page 147 note 40 See, e.g., Boardman v. Phipps [1967] 2 A.C. 46; Burland v. Earle [1902] A.C. 83, 93. page 147 note 41 Provided always, of course, that the entering of such compromises was within the vires of the company which would, presumably, require the compromise to be bona fide: see Re Hall Garage Ltd [1982] 3 All E.R. ; Russell Kinsela Pry Ltd (in liq.) 76 Unfortunately, many articles (including the provisions made in Table A from 1856 to 1929) provide for the removal or punishment of a director who fails to disclose an interest to the rest of the board, without indicating whether this is sufficient to validate the contract. 7 Ex. page 127 note 38 (1855) 5 De G.M. page 122 note 1 See, e.g., Gore-Browne, para. C) Do either Fiona and/or Graham owe any liability? Where the ratification relates to the voidable exercise of a corporate power, the analogy with ratification stricto sensu is closer, but the legal incidents are still distinct.

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