Question
Tom, Dick and Mary are all directors of a public listed company, Presto World Ltd, which is listed on Catalist (the junior board of the
Tom, Dick and Mary are all directors of a public listed company, Presto World Ltd, which is listed on Catalist (the "junior" board of the Singapore Exchange). During the last 6 months, the following circumstances and transactions had occurred: Tom, while never having been formally appointed as the managing director and CEO, has always acted as one. The other 2 directors have always been content to let him "run the show". The company's constitution provides that any decision to purchase property over S$1m can only be taken by the Board of Directors as a whole and cannot be delegated to any individual director. Moreover, a director's board resolution is required to validate any transaction. Meanwhile, Tom has heard of a good deal from North West Properties to purchase a shop unit for S$3.5m. Without consulting with the board of directors and without obtaining the required board resolution, Tom decides to buy the property and signs the sale and purchase agreement on behalf of Presto World Ltd.
Advise whether: (a) Presto World will be liable on the contract entered into by Tom for the purchase of the S$6.5m shophouse unit? (20 marks)
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