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Tutorial Questions Topic 3, 4 and 5

The document contains tutorial questions related to corporate law, specifically addressing cases on lifting the corporate veil, pre-incorporation contracts under the Companies Act 71 of 2008, and common law stipulatio alteri. It also includes a scenario regarding the validity of a clause in the Memorandum of Incorporation concerning a director's appointment and removal. The questions aim to test understanding of legal principles and implications in corporate governance.

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2 views1 page

Tutorial Questions Topic 3, 4 and 5

The document contains tutorial questions related to corporate law, specifically addressing cases on lifting the corporate veil, pre-incorporation contracts under the Companies Act 71 of 2008, and common law stipulatio alteri. It also includes a scenario regarding the validity of a clause in the Memorandum of Incorporation concerning a director's appointment and removal. The questions aim to test understanding of legal principles and implications in corporate governance.

Uploaded by

siyasanga1998james
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Tutorial questions: Topic 3, 4 and 5

1. Which one of the following cases held that lifting of the corporate veil should be a remedy
of last resort?

A. Dadoo Ltd v Krugersdorp Municipal Council


B. Bester v Van Niekerk
C. Cape Pacific Ltd v Lubner Controlling Investments
D. Hülse- Reutter v Gödde

2. Which one of the statements about the pre-incorporation contract in terms of section 21 of
the Companies Act 71 of 2008 is incorrect?

A. The contract must be in writing.


B. The agent will be personally liable towards the third party if the company is not
incorporated.
C. The company must ratify the contract within three months after incorporation, otherwise it
will lapse.
D. The agent will incur personal liability towards the third party for any part of the contract
not ratified by the company.

3. Which one of the following statements does not reflect the common law stipulatio alteri?

A. The promoter acts as a principal and not as an agent for the yet to be incorporated company.
B. The promisor (third party) may claim specific performance from the promoter.
C. The contract will lapse if the company does not accept the benefit.
D. The promoter will not incur personal liability for non-acceptance of the benefit, unless the
contract provides otherwise.

4. The Memorandum of Incorporation of Toys 4 All (Pty) Ltd contains a clause that states
that Memory will be appointed as a director of the company, that she will remain a director
for life, and that she cannot be removed by the general meeting of the company.

(a) Consider whether the provision that she cannot be removed by the general meeting of
the company is valid.
(b) Consider whether Memory will have a claim for damages for loss of employment if the
company amends the MoI and removes her as a director of Toys 4 All (Pty) Ltd.

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