Vela is a member of Mnandi CC. The close corporation is currently contemplating converting into a company, and it also has a few trivial legal problems. Vela concludes a contract on behalf of the close corporation with an attorney, Mr Smooth, despite the fact that the members have never discussed appointing a legal representative. Mr Smooth agrees to act as the legal advisor and representative of the corporation for a period of twelve (12) months in return for a retainer of R20 000 per month. When the other members became aware of this, they were very upset because they had not been consulted before the appointment was made. Furthermore, they argue that they excluded the possibility of the close corporation being bound by this exorbitant agreement by agreeing in an association agreement that all members must consent to contracts exceeding the amount of R10 000.

They come to you for advice as to whether or not the close corporation is bound by the agreement. Refer to relevant authority in your answer.