CA Inter P2 · Chapter 2 · Question 10 of 11
Ruby Ltd entered into a contract that is beyond the objects stated in its memorandum. At the next general meeting, all members unanimously resolved to ratify the contract. The legal position of the contract is that it:
Test yourself: pick an answer
Reveal answer & explanation
Correct answer: A) Remains void and cannot be ratified even by the unanimous consent of all members
Explanation
Under the doctrine of ultra vires, settled in Ashbury Railway Carriage and Iron Co. Ltd v. Riche, an act beyond the objects of the memorandum is void ab initio. It cannot be ratified even by all the members, because the company never had the capacity to do it. An act ultra vires the directors but intra vires the company can be ratified by members.
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