Ratio Decidendi A n advertisement with element of reward is a public offer.

Case Carlill v Carbolic Smoke Ball Co [1893]

Facts An advert placed for 'smoke balls' to prevent influenza. offered to pay £100 if anyone contracted influenza after using the ball. Deposited £1,000 with the Alliance Bank to show their sincerity in the matter. The plaintiff bought one of the balls but contracted influenza

Held she was entitled to recover as (a) The deposit of money showed an intention to be bound, therefore the advert was an offer; (b) It was possible to make an offer to the world at large, which is accepted by anyone who buys a smoke-ball; (c) The offer of protection would cover the period of use; and (d) The buying and using of the smoke-ball amounted to acceptance. The court dismissed the case. There cannot be assent without knowledge of the offer; and ignorance of the offer is the same thing whether it is due to never hearing of it or

Acceptance of R v Clarke The Government offered a offer has to be reward for information [1927] communicated. leading to the arrest of certain murderers and a pardon to an accomplice who gave the

information. Clarke saw the forgetting it after hearing." proclamation. He gave information which led to the conviction of the murderers. He admitted that his only object in doing so was to clear himself of a charge of murder and that he had no intention of claiming the reward at that time. He sued the Crown for the reward Revocation has to be communicated. Byrne V An offer made on 1st October Leon Van (In Cardiff). Claimant (in [1880] New York) received it on 11th & send acceptance at once. In the main time the defendant change his mind and sent a letter of revocation on 8th Oct. Revocation letter The revocation was not complete until it had been communicated to the offeree. This was on 15th October. In the main time, however the offer had been accepted. As a result the revocation was ineffective & the contract did exist. The defendant was therefore liable under the contract.

reached on 15th Oct. Revocation can Dickinson Dodds offered to sell his be v Dodds house to Dickinson, the offer communicated being open until 9am Friday. [1876] by a reliable On Thursday, Dodds sold the source. house to Allan. Dickinson was told of the sale by Berry, the estate agent, and he delivered an acceptance before 9am Friday. Offer does not Errington A father bought a house on laps with death mortgage for his son and v of offeree and Errington daughter-in-law and promised remains valid if them that if they paid off the [1952] consideration is mortgage, they could have the being made. house. They began to do this but before they had finished paying, the father died. His As the Claimant knew that the defendant was no longer in a position to sell the property to him the defendant had drawn his offer validly. It was impossible, therefore, to say there was ever that existence of the same mind between the two parties which is essential in point of law to the making of an agreement. The father's promise was a unilateral contract - a promise of the house in return for their act of paying the installments. It could not be revoked by him once the couple entered on performance of the act. The couple was entitled to continue paying the installments and claim the house

widow claimed the house.

when the mortgage has been fully paid off.

A counter offer revokes the original offer.

Hyde v Wrench [1840]

.6 June W offered to sell his estate to H for £1000; H offered £950 27 June W rejected H's offer 29 June H offered £1000. W refused to sell and H sued for breach of contract

Held that if the defendant's offer to sell for £1,000 had been unconditionally accepted, there would have been a binding contract; instead the plaintiff made an offer of his own of £950, and thereby rejected the offer previously made by the defendant. It was not afterwards competent for the plaintiff to revive the proposal of the defendant, by tendering an acceptance of it; and that, therefore, there existed no obligation of any sort between the parties.

Products on display are only an

Fisher v A shopkeeper displayed a The knife had not, in law, been Bell [1960] flick knife with a price tag 'offered for sale. According to the in the window. The law of contract the display of an

invitation to treat and not an offer.

Restriction of Offensive Weapons Act 1959 made it an offence to 'offer for sale' a 'flick knife'. The shopkeeper was prosecuted in the magistrates' court Harvey v Facey [1893] The plaintiff sent a telegram to the defendant to sell property. Telegraph lowest cash price. The defendant reply was “lowest cash price is £900”. The plaintiff telegraphed “we agree to buy ….. for £900 asked by you”.

article with a price on it in a shop window is merely an invitation to treat. It is in no sense an offer for sale the acceptance of which constitutes a contract. It was held that the defendant’s telegram was not an offer but simply an indication of minimum price the defendant would want.

An Offer must be distinguished from a mere supply of information

An Harris v Auction of sale of furniture advertisemen Nickerson was advertised in a t is only an newspaper London broker [1873] invitation to saw the advertisement and

It was not an offer as it was not clear definite or unequivocal from the advertisement that the auctioneer wanted to sell the items

treat and not an offer.

travel to London to attend the sale the items had been withdrawn from the sale before he arrived he claimed that his action of attending the auction amounted to an acceptance of an offer as result he claimed that contract has been breeched and sued for damages. Offeror asked for the offer to be accepted by registered post the offeree accepted the by an ordinary letter which arrived promptly

of furniture to the broker the auctioneer had no intention to be bound to this broker it was a mere statement of intention.

Acceptance Yates is valid if buildings v sent in time R J Pulleyn by any more & Sons unless [1975] exclusively specified. Silence does not amount

The offeror had suffered no disadvantage in a way that the offer had been accepted as the offeror did not put a condition specifying that the acceptance could only be made by registered post the acceptance was valid.

Felthouse v F wrote to his nephew It was held that there was no Bindley offering to buy the nephews contract the uncle had no right to

to acceptance.


horse for £30.15 and adding impose upon the nephew to sell “if I hear no more about his horse. The nephew had not him, I will consider the given any written proof. horse mine. The nephew never replied. There was no contract as there had been no authorised communication of intention to contract on the part of the body, that is, the managers, alleged to be a party to the contract.

Acceptance must be communicat ed through authorized person.

Powell v The plaintiff applied for a Lee [1908] job as headmaster & the school managers decided to appoint him. One of them, acting without authority, told the plaintiff he had been accepted. Later the managers appointed someone else. The plaintiff sued alleging that by breach of a contract to employ him

Postal Rule: Adams v Lindsell

2 Sept. The defendant A binding contract was made wrote to the plaintiff when the plaintiff posted the letter

A letter of acceptance once posted is deemed accepted.


offering to sell goods of acceptance on 5 Sept, so the asking for a reply "in the defendant was in breach of course of post" contract. 5 Sept. The plaintiff received the letter and sent a letter of acceptance. The Postal Rule – If acceptance by post has been requested or where it is an appropriate and reasonable means of communication 9 Sept. The defendant between parties, acceptance is received the plaintiff's complete as soon as the acceptance but on 8 acceptance is posted, Sept even if the letter is delayed, had sold the goods to a destroyed or lost in the post so that it never reaches the third party. offeror.

Consideratio n: Price paid by

Currie v

each party to Misa [1875] the contract for the other party’s promise. Consideratio n need not be adequate (satisfactory) but must be valuable (beneficial). Performance of existing legal obligation does not amount to Thomas v Thomas [1842] A promise to convey a house to a widow on her promise to pay £1.00 rent p.a. and keep the house in repair was binding

Collins v Godefory [1831]

A witness legally required to attend the court was promised payment if he would attend the court and give evidence. He attended court and sued for the

He had not provided consideration as he was legally obliged to attend under the summon (Written command to a person to appear in court.)

consideratio n. Performance of existing duty doest not amount to consideratio n. Stilk v Myrick [1809]

promise Two out of eleven sailors deserted a ship. The captain promised to pay the remaining crew extra money if they sailed the ship back, but later refused to pay Roffey had a contract to refurbish a block of flats sub-contracted the work to Williams - work begun - Williams realized the fact that he underestimated the cost of the work and was in financial difficulties. As the sailors were already bound by their contract to sail back and to meet such emergencies of the voyage, promising to sail back was not valid consideration. Thus the captain did not have to pay the extra money. Held that where a party to an existing contract later agrees to pay an extra "bonus" in order to ensure that the other party performs his obligations under the contract, then that agreement is binding if the party agreeing to pay the bonus has thereby obtained

Contract Williams v holds if work Roffey is done in (1990) time and both parties take practical benefit from it.

Roffey (to avoid foul of a some new practical advantage penalty clause in his main or avoided a disadvantage. contract with the owner), agreed to pay Williams an extra payment per flat. William did not receive full payment – Work stopped Roffey argued that Williams was only doing what he was contractually bound to do and so had not provided consideration. Performance beyond existing duty amounts to consideratio n. Hartley v Ponsonby [1857] A high number of desertions from a merchant ship rendered the vessel unseeworthy, undermanned since extra pay was offer to the crew if they remain loyal The promise of extra money was recoverable by seaman who remained loyal since they were now working in a dangerous situation (they were doing more than required in there original contract)

Past Re McArdle consideratio [1951] n is no consideratio n.

A wife and her three grown-up children lived together in a house. The wife of one of the children did some decorating and later the children promised to pay her £488 and they signed a document to this effect.

It was held that the promise was unenforceable as all the work had been done before the promise was made and was therefore past consideration

Privity of contract: Only parties to the contract can sue each other.

Tweddle v The claimant’s father and Son-in-law could not sue because Atkinson father-in-law agreed with he had not provided each other to pay the consideration. [1861] claimant £100 and £200 in consideration of his then intended marriage and after the marriage had taken place they confirm their agreement in writing. £200 was not paid and the

claimant sued father-in-law Performance Shadwell v of an Shadwell existing [1860] contractual obligation is sufficient consideratio n to support a promise from a third party. Pinnel’s Foakes v case: Beer [1884] A lesser sum is not a good consideratio n for a

his The promise was binding, even though A was already obliged to marry B. A had provided consideration for the uncle’s promise as he was initially under a duty to fiancée not to uncle, but by entering into the agreement with the uncle he had put himself under an obligation to him too.

C promised his nephew, A, an allowance if he would marry his fiancée, B (In those days an agreement to marry was legally binding).

Mrs Beer had obtained judgment for a debt of £ 2090/- against Dr Foakes with interest, who subsequently asked for time to pay. She agreed that she

The interest was recoverable. Payment & satisfaction of a smaller sum was not consideration for the promise to accept this amount in satisfaction of a debt, interest and cost a greater sum.

higher sum.

would take no further action Dr., Foakes had not provided any in the matter provided that consideration. Foakes paid £500 immediately and the rest by half-yearly installments of £150. After receiving £ 2090/- she sued for £ 360/interest on the judgment debt which the defendant refused to pay. The Ps, a small building company, had completed some work for Mr. Rees for which he owed the company £482. For months the company, which was in severe financial difficulties, pressed for payment. Eventually, Mrs. Rees, who had become aware of the It was held that the company was entitled to succeed. The judge was of the view that it was not unfair for the creditors to go back on their word and claim the balance as the debtor had acted unjustly by exerting improper pressure.

Payment by D&C cheque gives Buildings v no benefit Rees over and [1965] above payment in cash ( a lesser sum is not a good consideratio

n for a higher sum).

company's problems, contacted the company and offered £300 in full settlement. She added that if the company refused this offer they would get nothing. The company reluctantly accepted a cheque for £300 "in completion of the account" and later sued for the balance. It was held that they were entitled to recover this money as their promise to accept only half was intended to apply during war conditions. Ps were estopped from going back on their promise and could not claim the full rent for 1940-45.

Doctrine of Central In 1937 the Ps granted a 99 promissory London year lease on a block of flats is estoppel: Property in London to the Ds at an You cannot Trust Ltd. v annual rent of £2500. exploit the High Trees Because of the outbreak of situation by House Ltd war in 1939, the Ds could going back not get enough tenants and [1947] against your in 1940 the Ps agreed in

own words

writing to reduce the rent to £1250. After the war in * Ps – Plaintiff , Ds – Defendant 1945 all the flats were occupied and the Ps sued to recover the arrears of rent as fixed by the 1937 agreement for the last two quarters of 1945. Combe v Combe [ 1951] A husband entered into a contract promising his wife to pay £ 100.00, free of income tax, after their divorce. The wife did not apply to the court for a maintenance order, but when the husband failed to implement his promise she sued to enforce the agreement relying on his promise and the doctrine of The wife was not a in apposition to enforce the agreement as she lacked consideration on her part. The equitable doctrine did not create a new cause of action where none existed before.

The doctrice of promissory estoppel does not create a new cause of action where non existed before.

promissory estoppel. Agreements between spouses about to or already separated are legally binding. Merritt v Merritt [1970] A husband separated from his wife wrote and signed a document stating that in consideration of the wife paying off the outstanding mortgage debt of £180 on their matrimonial home he would transfer the house into her sole ownership. The wife implemented her promise but husband did not. He alleged that his promise was a domestic relation not giving rise to a legal relation. Husband promise was enforceable the agreement having been made when the parties were not living together courteously. A legal relation is assumed where a husband deserts his wife and an agreement is concluded of the ownership of the matrimonial home occupied by the wife and children.

A statement of quality

Bannerman A buyer of hops asked by The court decided that the sulphur the seller whether sulphur was a vital part of the contract. v white

based upon which a contract is made as far as buyer is concerned, considered a term. An assertion made by person who is a layman for those goods being sold is not considered a term.


had been used in the Around which the whole deal treatment and added that if revolved it was a term. it had he will not buy. The seller assured him that sulphur had not been used. Sulphur had been used.

Oscar Chess Ltd. v Williams [1957]

William on selling a car to the claimant company of car dealers asserted that it was a 1948 model. The registration book appeared to confirm this statement but it had been altered by some previous owner and the car was infect a 1939 model

The statement was in innocent misrepresentation but not a term of the contract. The seller who was not a car dealer with experience knowledge did not intend to be bound contractually by his statement concerning the age of the vehicle.


A wharf (dock) owner made The court implied a term into the

Moorcock an agreement to permit a case [1889] ship owner to unload his ship at the dock the ship was damaged when at low tied it was grounded at the bottom of the river on a hard ridge. Contract is termed void on breach of a condition. soprano, Madame Poussard v A Poussard agreed to sign a Spiers series of opera for Spiers, [1876] she failed to appear on the opening night and was refused for her services for her subsequent nights she sued for the breach of contract.

agreement that the river bottom would be reasonably safe. Such implied terms are based on the presumed but unexpressed intention of the parties.

The obligation to appear on the opening night was a condition and since madame Poussard was in breach of this condition Spiers was entitled to treat the contract has at an end.

Breach of a warranty does not

Bitteni v A tanner Bitteni who added The obligation to appear in the Gye [1876] to sign in a series of rehearsal was a mere warranty and concerts and to attend 6 Bitteni breach could not be treated

make the contract void.

days of rehearsals beforehand failed to appear for the first 4 days of rehearsal Gye in consequence refused Bitteni services for the balance of the rehearsal and performances Bitteni sued for the breach of contract.

as an end of the contract. Gye was accordingly in the breach of contract when he refused Betteni services for the remainder of the contract.

A non Hansa Nord serious [1976] breach of an innominate term can only result in claim for damages. An exclusion clause A notice in a hotel room This was ineffective because the Olley v cannot be Marlboroug excluded liability for loss or contract for accommodation had

introduced into contract after it has been made. Only natural losses reasonably foreseeable by a bystander can be claimed for.

h court [1949]

damage to guest property.

been made at the reception desk.

Hadley v A carrier was given a He was not liable for the loss of Baxendale mill-shaft to deliver to a profit and the rule was formulated plant manufacturer as a as follows: [1854] model for making a new The loss should be such as shaft the carrier delayed in may fairly and reasonably be delivery and unknown to considered either arising him the mill stood idle naturally, from the breach of during the period of delay. contract, or as may reasonably be supposed to have been in contemplation of both parties at the time they made the contract. There are two types of loss for which damages may be recovered: General damage - normal loss.

Special damages loss. A company is a separate legal entity having its own assets and liabilities. Salmon v Salmon & company Ltd. [1897] Salmon had been in the boot and leather business for some time together with other family members he sold the old business to his newly formed Ltd. company. Payment was in form of cash shares and debentures when the company was eventually winded up it was agreed that Salmon and the company was the same and he could not be the creditor of his own so his debentures would not have any effect.


House of lord held that since there was no fraud involved his debentures were valid the company was properly constituted and therefore it was a separate legal personality from Salmon.

A company

Lee v Lee’s An aerial crops spraying Although he was majority share

is a separate legal entity.

Air farming business in which Mr. Lee Ltd. [1960] was a majority shareholder and was the sole working director was killed while piloting the air craft.

holder and the sole working director of the company he and the company separate legal persons and therefore he could also be and employee of it for the purpose of relevant statute with rights against it when killed in an accident in the course of his employment.

A sham company is also liable along with the related violator. Court is not free to this regard the principle of

Jones v Lipman [1962]

L agreed to sell some land The company was sham and to J, L than changed his specific performance extended not mind and in order to evade only to L but also to the company. specific performance sold the land to a company of which he was a controlling member. Cape, an English registered It was unsuccessfully argued that company was involved in the veil should be lifted between mining asbestos(a form of the companies so as to enabled the

Adams v Cape industries

Salomon v Salomon unless carefully watched.


mineral) in south Africa and judgement to be enforced against marketing it world wide to cape. various subsidiaries one of its marketing subsidiaries, CPC, a company incorporated and carrying on business in the U.S had a court judgment against it. The claimant, a well known store in Piccadilly, London bought an action in the tort of passing off, against the defendant. The defendant carried on business as an importer of low price to goods from Hong Kong and China and then exported to Europe. The defendant did not apply its name to the goods themselves There was no evidence that any costumer of the claimant store would buy the defendants good thinking they were the claimants therefore the action failed.

Fortnum & Mason Ltd. v Fortnum Ltd. [1995]

Any contract Ashbury not Railways authorized Carriage v by the Riche objects [1875] clause of a company is termed ultra virus. Failure of German substratum date coffee may result in Co. [1882] winding up of company.

The objects clause of the The contract was ultra virus and company set out purpose of beyond the capacity of the the company as the making company. and selling of railway carriages. The company entered into a contract to purchase a concession for constructing a railway. There was a failure to carry The company would be wound out the object of making up. coffee from dates by means of a German patent (although the company did manufacture it with a Swedish patent).

The articles in all

Hickman v The Co.’s articles included The proceedings were stayed. The Kent [1920] a clause to the effect that all Company could enforce the

respects are enforceable by company against its members.

disputes between the arbitration company & its members member. were to be referred to arbitration. A member brought court proceedings against the Co.




An alteration Greenhalgh The issue was the removal of articles of v Alderne from the articles of the association Cinemas members’ right of first can be made refusal of any shares which [1950] in the best a member might wish to interest of transfer; the majority wish the to make the change in order company. to admit an outsider to membership in the interest of the company.

The benefit to the company as whole held to be a benefit which any individual hypothetical member of the company could enjoy directly or through the company & not merely a benefit to the majority of the members only.

An alteration Sidebottom The alteration was to expel The alteration was held valid. of articles of b Kershaw a member who carried on a association leese & Co. business completely with

to expel a member in the best interest of the company can be made with compensatio n.


the company.

Company Aleen v has the Gold Reefs power to [1900] alter its AOA with a retrospective effect.

Z held fully paid & partly paid-up capital in the company. The Co.’s articles provided for a lien (a right over another’s property to protect a debt charged on that property.) for all debts & liabilities of any member upon all partly paid shares held by the member. The

It was held that the Co. had the power to alter its articles by extending the lien to fully paid shares. Alteration to the articles is only subject to the alteration by S9 CA 1985. Rights in the articles are limited as to their duration by the articles which confer them.

Co. by special resolution altered its articles so that the lien was available on fully paid-up shares as well. Claim can be made on breach of a service agreement due to alteration of the articles. South Foundries ltd. v Shirlaw [1940] A managing director was appointed under contract with a company for ten years but, after the articles had been changed empowering his removal as director, he was dismissed. The court awarded them damages for wrongful dismissal since the alteration of the articles, although effective, constituted a breach of their contract of service; it was contrary to the agreement that he should serve for ten years, which became impossible when he lost their directorship. The fact revealed that the director with majority shareholders were raising share capital not with the intension to favour all but, the reason was to dilute the minority voting control. The directors were

Raising Clemens v Share Clemens Capital to Bros. ltd dilute a [1976] shareholder’ s voting right

P held 45% of the shares, d held 55%. D along with other directors decided to increase the nominal share capital. A general meeting was held for the issue. D

is an improper purpose & shall not be validated.

favoured, P showed miss using their power. deterrence 7 alleged that the purpose of this was to dilute her voting control below to 25% & therefore deprive of her power to vote special resolution. Percival v Wright [1902] Some Shareholders asked Co.’s secretary for any party interested to buy their shares – Shareholders then sold shares to Chairman. Later it was revealed that at the time of negotiation, directors were engaged with a party for sale of shares at a price which was considered to be high of the current deal. The shareholders wished to The director owe a fiduciary duty to company but not to individual shareholders, so under no duty does the director is liable to act for the best interest of an individual. Co. could have sued the director if any would have done.

The directors owe no general duty to individual members.

return back. Directors cannot attain any benefit from there office by breaching their fiduciary duties. Cook v Deeks [ 1916] Shares of the railway Co. (T) were equally divided on its directors. The company got a contract. Three directors of (T) were not willing the Co. to have the contract. They formed another company (D) just because of getting a new contract. These directors later sold a plant by majority voting to D. Others directors sued. Regal (hasting) ltd. owed a cinema & wished to buy two more cinemas & later sell them all as going concern. But regal was not It was held that Directors could not retain benefits of the Co. (T) to themselves. The director could not use their voting control to bring a loss to the minority.

Director cannot make profit from there position as

Regal (hasting) ltd. v Gulliver [1942]

It was held that Directors used their special knowledge to gain hidden profits. It was a breach of duty. They were accountable for the profit made.

directors regardless of their motives or consequence s to the company.

in financial position to buy the two cinemas. Some directors were not were not agree. Regal with some directors formed another company, real applied for majority shares, managed amount, sold cinemas as going concerns, regal got more profit portion where as co. got less. IDC v Cooley [1972] Colle was a director of IDC. A company wanted to give a contract to Colle not to IDC. Colle because of having interest in the contract, resigned & accepted the contract in his own capacity. He was in a breach of fiduciary duty as he preferred to earn profit for his own sake and acted against the best interest of the company. Fiduciary duty exited even after his resign from the company.

Fiduciary duties survive even after the directors leave the company.

A director should not be allowed to contract with his own company.

Aberdeen Railway v Blaikie [1854]

Co. Contracted for chair from a claimant partnership. (of which the director was a member). The director was interested at both sides but couldn’t bargain for the company.

Company was entitled for avoiding the contract. No question should be raised for fairness / unfairness of the contract.

A director is traded Produce Company made Marketing successfully for 9 years, personally Consortium built up an overdraft, had a liable for Ltd. [ 1989] continuing loss – Liabilities debts & exceeded assets (between liabilities if 1980 – 87). In Feb. 87, he has directors recognizing committed expected liquidation carried wrongful on trading. Suffered loss, trading. directors were sued. A Company Panorama Co.’s secretary of

The court required the directors to contribute for £ 75000/- in Co.’s assets, because being aware of the going concern problem, trading was carried on. Wrongful attitude observed.

the The contract was binding, since

secretary ordered a hiring of cars was usual to the Developme defendant within his nt v Fidelis Limousine & stated that it office of company’s secretary. authority can Furnishing was to be used in business, make but used personally. [1971] contracts Secretary usually hired cars with third in the past. parties on behalf of his company.

End of Cases

Glossary of Legal terms:

Estoppel: Rule of evidence which prevents a person from relying on facts when, by deed, word or action, he has led another person to act to his detriment on those facts. Estoppel is a defense, not a cause of action. Anyone who wishes to rely on the defense of estoppel to defend an action must request it. Mens rea: (Latin: guilty mind) Most crimes require proof of guilty intention before a person can be convicted. The prosecution must prove either that the accused knew his action was illegal or that he was reckless or grossly negligent. Some offences (such as drunken driving) are matters of strict liability, which means that the intention or state of mind of the person committing the offence is irrelevant. Obiter dicta: (Latin: sayings by the way) Observations by a judge on law or facts not specifically before the court or not necessary to decide an issue. Pari passu: (Latin: with equal step) Often used in bankruptcy proceedings where creditors are said to rank pari passu, which means the assets are distributed without preference between them. Plaintiff: Person who brings a case to court. (Also called the petitioner or applicant.) The person being sued is generally called the defendant or respondent.

Quantum meruit: (Latin: as much as he has deserved) Principle stating that a person should not be obliged to pay (nor another allowed to receive) more than the value of the goods or services provided. Quorum: (Latin: of whom) Minimum number of people necessarily present at a meeting for business to be validly conducted. Without a quorum, decisions are invalid. Rescission: Abrogation or cancellation of a contract, putting the parties in the same position they would have been in, had there been no contract. Rescission can occur because of some defect in the formation of the contract (such as misrepresentation, duress or undue influence) or by agreement of the parties - for example where they reach a new agreement. Sanction: To ratify, to approve or to punish. Stare decisis: (Latin: to stand by decisions) Policy whereby, once a court has made a decision on a certain set of facts, lower courts must apply that precedent in subsequent cases which embody the same facts. Subpoena: (Latin: under penalty) Court order requiring a witness to attend at a certain time and place or suffer a penalty.

Ultra vires: (Latin: beyond the powers) an action which is invalid because it exceeds the authority of the person or organisation which performs it. A company cannot normally be bound by an act which it is not empowered to do by its memorandum of association. Sham: A person or thing pretending or pretended to be what he or she or it is not.

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