Ratification and Administration of Companies ss. 180-186

S. 180 - Ratification of certain actions of directors
1. The purported exercise by a director or the Board of a company of a power vested in the shareholders or any other person
  1. may be ratified or approved by those shareholders or that person in the same manner in which the power may be exercised.
    1. shall be deemed to be, and always to have been, a proper and valid exercise of that power.
S. 181 - Method of contracting
1. where made between private persons
  1. would he required to he in writing
    1. signed under the common seal of the company; or
    2. by any person acting under its authority express or implied,
      1. may be varied or discharged;
  2. made between private persons would be valid if made orally
    1. on behalf of the company by any person acting under its authority, and may be varied or discharged.
  3. entering into a contract or other enforceable obligation in writing under a common seal, where it has one.
    1. whether or not that contract or obligation was entered into in Mauritius
    2. whether or not the law governing the contract or obligation is the law of Mauritius.
S. 182 - Attorneys
1. Subject to its constitution
  1. appoint a person as its attorney either generally or in relation to a specified matter.
  2. An act of the attorney in accordance with the instrument binds the company.
S. 183 - Pre-incorporation contracts may be ratified
1. "pre-incorporation contract" means
  1. contract purporting to be made by a company before its incorporations
  2. a contract made by a person on behalf of a company before and in contemplation of its incorporation.
2. a pre-incorporation contract may be ratified within such period as may be specified in the contract
  1. where no period is specified - within a reasonable time after the incorporation of the company in the name of which, or on behalf of which, it has been made.
  2. A contract that is ratified is as valid and enforceable as if the company had been a party to the contract when it was made.
    1. A pre-incorporation contract may be ratified by a company in the same manner as a contract
S. 184 - Warranties implied in pre-incorporation contracts
1. there is an implied warranty by the person who purports to make the contract in the name of, or on behalf of, the company
  1. unless a contrary intention is expressed in the contract
  2. that the company shall be incorporated within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the making of the contract
  3. that the company shall ratify the contract within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the incorporation of the company.
  4. The amount of damages recoverable in an action for breach of a warranty implied shall be the same as the amount of damages that would be recoverable in an action against the company for damages for breach by the company of the unperformed obligations under the contract where the contract had been ratified by the company.
    1. a pre-incorporation contract, not being a contract ratified by the company under section 180, the liability of a person , including any liability under an order made by a court for the payment of damages, shall be discharged.
S. 185 - Failure to ratify
1. a pre-incorporation contract that has not been ratified by the company after its incorporation
  1. may apply to the Court for an order
    1. directing the company to return property, whether real or personal, acquired under the contract to that party
    2. for any other relief in favour of that party relating to that property
    3. validating the contract whether in whole or in part
    4. The Court may, if it considers it just and equitable to do so, make any order or grant any relief it thinks fit and may do so
S. 186 - Duties of promoters
1. Until the formation of a company is complete and its working capital has been raised
  1. promoter shall
    1. observe the utmost good faith towards the company in any transaction with it or on its behalf
    2. shall compensate the company for any loss suffered by it by reason of his failure to exercise such good faith.
    3. A promoter who acquires any property or information in circumstances in which it was his duty to acquire it on behalf of the company shall account to the company for such property and for any profit which he may have made from the use of such property or information.
      1. Any transaction between a promoter and a company may be rescinded by the company
        UNLESS
        after full disclosure of all material facts known to the promoter; the transaction has been entered into or ratified on behalf of the company -
        where no director is a relative or nominee of the promoter, by the Board of directors
        by all the members
        by the company at a meeting of shareholders at which neither the promoter nor the holder of any shares in which he is beneficially interested shall have voted on the resolution to enter into that transaction.
        the Court may relieve a promoter on such terms as it thinks fit from any liability where in all the circumstances, including lapse of time, the Court thinks it equitable so to do.

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Ratification and Administration of Companies ss. 180-186

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