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The bank pressed for security and a chain of guarantees was given to the bank by the majority shareholder and various companies in the group. If the objective standard is truly, as a plain reading of the judgement indicates, that of an honest and intelligent director, the substantive objective test would impose too harsh a burden on directors. 's mortgage, leaving the bank as first mortgagee. Attend board meetings when reasonably able to attend. Law (LLB) Lecture Notes: Company Law - Diretors II (Part 1) - Blogger Constitution appointed Eley as solicitor he was unable to enforce that provision W. A. Bagnall Q.C. [3], It is apposite to note that the test may occasionally dip into the realm of objectivity. common law for a general meeting to appoint directors by ordinary resolution, person in the position of a director of the company could, on the whole, considering neither the promoter nor the company could enforce the purported contract. hands to do the work and cannot be said to represent the mind or will. While the subsequent cases of Beyonics and Ong Bee Chew all stressed a minimum standard, they never repudiated Scintronixs requirement for reasonable care such that it is possible for the broad standard to persist since that would comport with what is expected of an honest and intelligent director. IMPORTANT:This site reports and summarizes cases. Under a purely subjective test, he would be exonerated, lowering the standards of commercial morality. Rejected by drs in good faith in the interests of the co Company - Memorandum of association - Objects clause-"To secure or guarantee by mortgages, charges or otherwise" own liabilities and those of associated companies -Company independent but one of large group - Overdraft of main company guaranteed and secured by charge on company's property - No separate consideration of interests of company as distinct from those of group-Sale of property- Validity of charge as against purchasers- Whether guarantee and charge ultra vires- Whether transaction outside scope of company's business-Whether intention to benefit company relevant-Whether in fact parties acting with view to benefit of company. [10] Eminent local academics such as Professors Dan Puchniak and Tan Cheng Han SC have also adopted the position that the test has a substantive objective component.[11]. insurance company refused the claim. of the Corporations Act or company constitutions which occurred by
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charterbridge corporation ltd v lloyds bank ltd [1970]