1964_COMPANIES_ORDINANCE — Page 298

40

CAP. 32]

Companies

[1984 Ed.

Form of

contracts.

1929 c. 23, s. 29.

Pre-incorporation

contracts.

(cf. 1972 c. 68, s. 9.)

Contracts, etc.

32. (1) Contracts on behalf of a company may be made as

(Amended, L.N. 223/76)

follows-

(a) a contract which if made between private persons would be by law required to be in writing and under seal, may be made on behalf of the company in writing under the common seal of the company; (Amended, 6 of 1984, s. 20)

(b) a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied;

(c) a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied.

(2) A contract made according to this section shall be effectual in law, and shall bind the company and its successors and all other parties thereto.

(3) A contract made according to this section may be varied or discharged in the same manner in which it is authorized by this section to be made.

32A. (1) Where a contract purports to have been made in the name or on behalf of a company at a time when the company has not been incorporated-

(a) subject to subsection (2) and any express agreement to the contrary, the contract shall have effect as a contract entered into by the person purporting to act for the company or as agent for it, and he shall be personally liable on and entitled to enforce the contract accordingly;

(b) the company may, after incorporation, ratify the contract to the same extent as if it had already been incorporated at that time and as if the contract had been entered into on its behalf by an agent acting without its authority.

(2) Where a contract is ratified by virtue of this section, the person who purported to act for or on behalf of the company in making the contract shall not thereafter be under any greater liability than he would have been if he had entered into the contract on behalf of the company as an agent acting without its authority and after its incorporation.

(Added, 6 of 1984, s. 21)