Question
The objects clause of Queenstown Ltd ('Q-town') states that its main object deals with the supply of snowboards and ski equipment. Its Articles of Association
The objects clause of Queenstown Ltd ('Q-town') states that its main object deals with the supply of snowboards and ski equipment. Its Articles of Association contain a clause that no contract involving expenditure of over $100,000 by the company may be entered into without the consent of the general meeting of the company. The directors of Q-town have decided to diversify the company's business and to engage in the business of real estate management. The directors have contracted on the company's behalf to buy a nearby plot which has a high resale value from Edward for $150,000. This will amass high profits for the company as an opener to their business diversification. They are also negotiating with Harry to purchase his warehouse for $200,000, to convert it into apartments. The objects set out in the company's articles are silent on real estate management and neither of these contracts have been referred to in the general meeting. Peter is the company secretary of Q-town. The articles give him actual authority to order necessary supplies up to $3,000. Acting on behalf of the company, Peter ordered some supplies costing $5,000 from Jim, to be used in the groundwork on the two properties. Peter had ordered supplies from Jim several times before. Q-town has since found that it can obtain the building supplies more cheaply elsewhere and is refusing to take delivery of the supplies, on the basis that Peter had no authority to order them. Imagine that Timaru Investments is a substantial shareholder in Q-town and is not particularly happy with the above plans made by Q-town. Advise Timaru Investments on their stand with regards to this matter.
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