Question
Mr. White is one of the directors of Big Dreams Ltd, a construction company. In the Constitution of the company, a director is required to
Mr. White is one of the directors of Big Dreams Ltd, a construction company. In the Constitution of the company, a director is required to hold 5,000 ordinary shares to be paid for within two months of incorporation. Mr. White did not fulfill his share qualification within two months in spite of repeated calls by the board of directors to him to fulfill the qualification requirement. Mr. White continue to carryon his duties as a director though not meeting the share qualification requirement. His name appeared on all the letterhead and all trade circulars of the company as a director. He negotiated business for the company, and signed letters as director. He acted in various capacities for and on behalf of the company. Mr. White privately negotiated a contract with Good Health Ltd., to build a hospital for it. He made a substantial profit from the contract. When Big Dreams Ltd. got to know of it, they asked Mr. White why he did not offer the contract to the company, but privately handed it. He reported that he was not a director of the company, so his business should not be concerned of the company. The directors of Big Dreams Ltd., are very frustrated by Mr. White's conduct. The directors have approached you for advice. Consider the issues arising and advise the company. (25 Marks)
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