Question
Syarikat QQQ Bhd received its notice of registration in March 2020. In April 2020, it entered into a contract via its promoter, Thanos, to purchase
Syarikat QQQ Bhd received its notice of registration in March 2020. In April 2020, it entered into a contract via its promoter, Thanos, to purchase 880 tractors from Syarikat XYZ Bhd. There was nothing to indicate the absence of proper authority given to Thanos to enter the said contract. As of April 2020, 200 tractors have been delivered to Syarikat QQQ Bhd but only ten of the tractors had been utilised thus far. Last week, Thanos was murdered.
In March 2020, Syarikat QQQ Bhd conducted a general meeting which conferred authority to the company to purchase 50 tractors. The resolution of the said meeting was never put in writing due to an oversight by the company secretary. The company's constitution does not state that the company has no authority to buy tractors. Syarikat XYZ is a minority shareholder of Syarikat QQQ Bhd,
As of June 2020, no payment has been made to Syarikat XYZ Bhd. Syarikat QQQ Bhd states that it is no longer liable under the said contract since there is no constructive notice.
With reference to the Companies Act 2016 and decided cases, advise Syarikat XYZ Bhd.
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