Friday 14 January 2022

UK: England and Wales: Court of Appeal considers ultra vires and directors' liability

Today has seen several Court of Appeal judgments handed down and published on the BAILII website. Two have caught my eye, the first of which is Ceredigion Recycling & Furniture Team v Pope [2022] EWCA Civ 22. Of note is what the court said about the operation of section 39 ("A company's capacity") of the Companies Act 2006. To quote the Chancellor: "The fact that section 39 abolishes the ultra vires doctrine as between the company and third parties does not relieve the directors from liability to the company for their breach of duty or wrongdoing merely because, qua members, they agreed with the course which was taken" (para. [47]). 

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