- Flynote
- Property Law
- Case summary
- A receiver appointed under a debenture as agent of a company with power to execute documents on the company’s behalf has the legal capacity to execute instruments transferring land owned by the company to the purchaser of such lands. The decision as to who can execute documents on behalf of a company or indeed, who can exercise the powers of directors, is essentially contractual. The company’s shareholders can make that decision in its articles, or by a shareholders’ agreement, or by an agreement with a third party. [22] The Companies Ordinance recognizes that a person other than a director can be vested with the powers usually exercised by directors when it defines a director as including “a person who, in relation to the company, occupies, or acts in the position of a director by whatever name called”. [23] There is extensive, long-standing authority that a company may agree by a debenture that a receiver appointed pursuant to its provisions will have that status and those powers. [24] Village Cay Marina Ltd v Acland and others (Barclays Bank plc third party) (1996) 52 WIR 238; Re B Johnson & Co (Builders) Ltd [1955] Ch 634. considered.
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