It was not nor could it successfully be argued that it was a matter of course

It was not nor could it successfully be argued that

This preview shows page 44 - 46 out of 250 pages.

It was not, nor could it successfully be argued, that it was a matter of course for any individual members of a corporation thus to assume to themselves the right of suing in the name of the corporation. In law, the corporation and the aggregate members of the corporation are not the same thing for purposes like this. In Macaura v Northern Assurance Co [1925] AC 619 , M did business as a timber merchant and insured the properties of the business against fire. He later incorporated a company in which he had a majority shareholding and transferred the business to it. He did not, however, transfer the insurance policy to the new company. The properties of the company were destroyed by fire and M sought to recover the losses from the insurance company. It was held that M could not recover the losses since the property covered by the insurance policy did not belong to him. It now belonged to the company which was not the policy holder. Download free eBooks at bookboon.com Click on the ad to read more American online LIGS University enroll by September 30th, 2014 and save up to 16% on the tuition! pay in 10 installments / 2 years Interactive Online education visit to find out more! is currently enrolling in the Interactive Online BBA, MBA, MSc, DBA and PhD programs: Note: LIGS University is not accredited by any nationally recognized accrediting agency listed by the US Secretary of Education. More info here.
Image of page 44

Subscribe to view the full document.

BUSINESS ORGANISATIONS AND AGENCY 368 CORPORATE PERSONALITY 20.3.3 THE COMPANY WOULD BE LIABLE FOR ITS DEBTS AND WRONGDOINGS A company does its own business and is liable for all liabilities arising therefrom and in the course of it, whether in contract, tort, or otherwise. Unless a company has been incorporated with unlimited liability, its members (unless they have personally guaranteed its debts) would enjoy freedom from the liabilities incurred by the company except to the extent of any monies outstanding on the nominal value of their shares or guarantee. Even so, these monies are debts to the company rather than the company’s creditors. If a company commits a crime or civil wrong, the proper person to sue would be the company itself, rather than its members or directors. Williams v Natural Life Health Foods [1998] 1 WLR 830 – The second defendant had founded the first defendant company relying on the experience he gained from working in the health foods department of Sainsbury’s Supermarket. The plaintiff entered into a franchise with the first defendant company to market its health foods. In doing this, it relied on the experience of the second defendant as contained in the company’s brochure. However all negotiations and discussions were held with the company’s representative at the company’s office. At no time was there any communication between the plaintiff and the second defendant.
Image of page 45
Image of page 46
  • Fall '19
  • Corporation, Managing Partner

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern

Ask Expert Tutors You can ask 0 bonus questions You can ask 0 questions (0 expire soon) You can ask 0 questions (will expire )
Answers in as fast as 15 minutes