Question

Question 1

Computer Whiz Pty Ltd (Computer) has four directors. Charlie is one of the directors. Computer’s constitution provides that all transactions over $5,000 need to be approved by a majority of directors.

Charlie enters into a contract for $7,000 with Simone to take photos to update the company website. Simone sends the bill to Computer who are refusing to pay on the basis they never authorised the contract.

Advise Simone as to which statutory assumptions in the Corporations Act 2001 (Cth) she can rely on?

Answer 1

Assumptions that can be made under Corporations Act 2001 which Simone can rely on are :

1. Simone can assume that anyone who appears from information provided by the company is made available to the public from ASIC to be the director of company :

a) has been duly appointed and b) has authority to exercise the powers and perform the duties customarily exercised or performed by a director.

2.Simone may assume that director of company properly perform their duties of company.

3. Person can assume that anyone who signs the documents is the director of company .

4. Documents are duly executed by the company if :

a) company's common seal appears to have been fixed to the documents in accordance with sub section 127(2),

b) such seal appears to have been witnessed in accordance with 127(2) section.

5. Any officer or agent of company who has authority to issue a document or certified copy of document on its behalf also has authority to warrant that documents are genuine or is a true copy.