Explain the exceptions to the Doctrine of Indoor Management.

CA Intermediate · Corporate and Other Laws · MTP · September 2024
Explain the exceptions to the Doctrine of Indoor Management.

Suggested Answer and Working Notes:

Exceptions to Doctrine of Indoor Management Relief on the ground of ‘indoor management' cannot be claimed by an outsider dealing with the company in the following circumstances: Knowledge of irregularity In case this 'outsider' has actual knowledge of irregularity within the company, the benefit under the rule of indoor management would no longer be available. In fact, he/she may well be considered part of the irregularity. Negligence: If with a minimum of effort, the irregularities within a company could be discovered, the benefit of the rule of indoor management would not apply. The protection of the rule is also not available where the circumstances surrounding the contract are so suspicious as to invite inquiry, and the outsider dealing with the company does not make proper inquiry. Forgery: The rule does not apply where a person relies upon a document that turns out to be forged since nothing can validate forgery. A company can never be held bound for forgeries committed by its officers.Where the question is in regard to the very existence of an agency. Where a pre-condition is required to be fulfilled before company itself can exercise a particular power. In other words, the act done is not merely ultra vires the directors/officers but ultra vires the company itself.

Topics: Incorporation of Company and Matters Incidental Thereto

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