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The directors of Trader Limited are James, Jack and John. The constitution of Trader Limited provides that all contracts over 1,000,000 must be approved
The directors of Trader Limited are James, Jack and John. The constitution of Trader Limited provides that all contracts over 1,000,000 must be approved by the company shareholders in general meeting before the company can enter into such contracts. The directors caused Trader Limited to enter into a loan agreement with Banker plc to borrow 2.000.000. The loan was supported by a charge given to Banker plc. Trader has missed a payment and Banker plc has threatened to appoint a receiver to Trader Limited. The secretary of Trader Limited entered into a contract to purchase goods for Trader Limited from John for 1.500.000. The directors claim that the aforementioned contracts are not enforceable due to lack of authority. James and Jack held a board meeting of Trader Limited at which they approved, and signed, a contract to buy a premises from Landlord Limited for 800.000. Solicitors for Trader Limited sent on the signed contract to Landlord Limited together with a copy of the board resolution approving the contract. John was not informed about the meeting as he had previously expressed opposition to the idea when it was raised at an earlier board meeting. When John found out about the contract he wrote to Landlord Limited claiming that the board meeting was not valid as he had not been informed about the meeting and, therefore, the contract was not binding on Trader Limited. Advise the directors of Trader Limited whether the above contracts can be enforced against Trader Limited.
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