Question
add more relevant law and law sections. Also add relevant case law. Issue: Considering the situations surrounding the agreement for the purchase of the land
add more relevant law and law sections. Also add relevant case law.
Issue:
Considering the situations surrounding the agreement for the purchase of the land and the subsequent actions, is GreenLiving Pty Ltd liable to complete the acquisition of the land?
Law:
Despite its official incorporation, a company can assume liability for contracts under the doctrine of pre-incorporation contracts, even though incorporation typically establishes distinct legal entity with limited liability for its members.
Application:
Upon incorporation, a company can become a party to a pre-incorporation contract in the circumstance of purchasing land, according to the common law doctrine. The ruling in Kelner v Baxter affirms that when a company adopts a contract after its formation, it becomes legally obligated by the contract's terms.
By signing "on behalf of EcoHaven Pty Ltd" during the first purchase of land agreement, Mike unmistakably demonstrates the intention to commit the company. Under the doctrine of ostensible authority, a company is to be legally obligated if a third party logically has belief that the agent had the authority to represent the company.
Proceeding with the construction of a fence and incurring expenses for land arrangement by the board implies an acknowledgement and approval for the agreement of the land purchase. As per the precedent set in Royal British Bank v Turquand, a third party entering into transactions with a company is entitled to presume that the company has duly adhered to its internal procedures.
The transition from EcoHaven Pty Ltd to GreenLiving Pty Ltd doesn't inherently relieve the company of liabilities stemming form pre-incorporation contracts. Trevor Ivory Ltd v Anderson emphasizes that the company name does not impact the company's accountability under pre-incorporation contracts.
Conclusion:
The alteration in the company name doesn't release GreenLiving Pty Ltd from its responsibilities outlined in the pre-incorporation contract. The company's liability persists, and it is probable that it is liable to complete the purchase of the land. This is evident through the board's actions, the acquisition of the land purchase agreement, and the demonstrated contractual intent during negotiations and the first deposit payment.
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