Introductory topics Flashcards
(13 cards)
Why incorporate a business?
Limited liability, perpetual succession, increased credibility, easier access to capital
The company as a juristic person
From the date and time of its registration the company is a juristic person with perpetual succession with all the legal powers and capacity of individuals to the extent that the individual is able to exercise it and its MOI allows
What are some of the key features of separate juristic personality
Limited liability of members, proper plaintiff rule, profits belong to company
What are the duties of an agent?
To perform the mandate, to act in good faith, to exercise due care, no secret profits, no disclosure and conflicts of interest
What are the duties of the principal?
To remunerate and reimburse
What are the agent and principal requirements?
principal must be in existence and have contractual capacity and agent must have contractual capacity, have authority and disclose that they’re acting for a principal
In which ways can authority be expressed?
Express, implied, ratification, ostensible and operation of law
Explain the implications of ostensible authority
Not implied but the principal gives the impression that the agent acted with authority. Law of estoppel prevents principal from denying liability where a third party contracted to their detriment and was reasonably mislead
What are examples of agency
Trustees, partners and directors
What are the key take aways from fiduciary law
A fiduciary holds a legal or ethical relationship of trust with one or more other parties.
What are the characteristics of establishing a fiduciary relationship
Scope for the exercise of some discretion or power, used unilaterally so as to affect the beneficiaries legal or practical interests and a peculiar vulnerability to the exercise
What are the duties of a fiduciary
To act in good faith: be open and honest, avoid a conflict of interest, hand over profit, must disclose info. Duty to account: keep beneficiary informed, maintain proper records and account for transactions
What is delict
Wrongful and blameworthy conduct which causes harm to a person. Elements: blameworthiness, wrongfulness,causation,loss
