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Finding that the authority might be made complete by a resolution, he would have a right to infer the fact of a resolution authorizing that which on the face of the document appear to be legitimately done.

East Holyford Mining Co[2]. The case is an excellent example of Court drawing out qualifications to the rule. In this case the company's bank made payments based on a formal copy of a resolution of the board authorizing payments of cheques signed by any two of three named "directors" and countersigned by the named "secretary".

The copy was itself signed by the secretary. It came out subsequently that neither the directors nor the secretary had ever been formally appointed. According to the articles, the directors were to be nominated by the subscribers to the memorandum and the cheques were to be signed in such manner as the board might determine.

It was held by the House of Lords that since the bank had received formal notice in the ordinary way of the board's decision, it was not bound to enquire further. The Turquand's rule has also obtained statutory recognition in Section 9 1 of the European Communities Act, , which reads. Provided that nothing in this section shall be deemed to give validity to acts done by a director after his appointment has been shown to the company to be invalid or to have terminated: Bona fide allottees of shares are protected by the Doctrine of Indoor Management under s They were not bound to enquire whether the acts of the Directors which as in this case related to internal management had been properly and regularly performed.

Even when the Directors exceed their powers or infringe the restrictions imposed upon them, the company may be bound for the outsider dealing with the company is only required to see that the transactions are consistent with the article. In the following way: They need not enquire into the regularity of the internal proceedings what -Lord Hatherley called 'indoor management'. So if there is a managing director and authority in the articles for the directors to delegate their powers to him, a person dealing with him may assume that it is within the ordinary duties of a managing director.

All he has to see is that the managing director might have power to do what he purports to do. But the rule cannot apply where the question, as here, is not one as to the scope of the power exercised by an apparent agent of the company, but is in regard to the very existence of the agency.

Ltd,[5] the plaintiff company sued the defendant company on a loan for Rs. Among other things the defendant company raised the plea that the transaction was not binding as no resolution sanctioning the loan was passed by the board of directors. The court, after referring to Turquand's case and other Indian cases, held: If the transaction in question could be authorised by the passing of a resolution, such an act is a mere formality.

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