Caleb, a company secretary, desperately wants to go to Fiji for a holiday. Caleb realises he needs
Caleb, a company secretary, desperately wants to go to Fiji for a holiday. Caleb realises he needs to leave someone in charge of company administration who will also report appropriately to the directors. Caleb asks Nixon Vinson, the head of accounting within the company, to carry out his role as company secretary, which includes attending certain company meetings with the directors, particularly when negotiating serious contracts. When Caleb goes on holiday, Nixon assumes Caleb’s role. Nixon attends certain meetings where he is introduced as the company secretary, even though he has not been officially appointed. Nixon is requested to close a few deals by the directors, which he does, though he forgets certain instructions as to how the company’s customers should pay and. in particular, approves a loan by the company’s bank to a colleague, which he guarantees on behalf of the company. The directors find the various mistakes made by Nixon on certain contracts and want to cancel those contracts.
The loan taken by Nixon’s colleague has not been paid, and is unlikely to be paid in the future. The company directors are refusing to honour any of the commitments made by the accountant. What are the rights of these particular outsiders when dealing with the company and the directors? Can they enforce these different contracts?