UCL3612 Company Law I Tri 1, 2020/2021

Topic 2: Promoters and Pre-incorporation Contracts

Tutorial

1. (a) Who is a „promoter‟? Discuss briefly his duties.

(b) If a promoter breaches his duties, what are the remedies available to
the company to whom such duties are owed?

(c) What is a pre-incorporation contract?

Distinguish a “pre-incorporation contract” from a “provisional contract”.

2. Ultraman Sdn. Bhd. agreed to sell 2,000 boxes of candles under a contract
which read in part: “We agree to buy from Ultraman Sdn. Bhd. 2,000 boxes of
candles …” (signed) Superwoman Sdn. Bhd.

Ultraman Sdn. Bhd. delivered the goods but has never received the price. It
has now been discovered that Superwoman Sdn. Bhd. was only incorporated
the day after this contract was made.

Advise the directors of Ultraman Sdn. Bhd. whether they may recover the
price, and if so, from whom?

TES/CK