Commonwealth Repealed Acts

This legislation has been repealed.

CORPORATIONS LAW- SECT 131

Contracts before registration

 
 
(1)
If a person enters into, or purports to enter
into, a contract on behalf of, or for the benefit of, a company before it is
registered, the company becomes bound by the contract and entitled to its
benefit if the company, or a company that is reasonably identifiable with it,
is registered and ratifies the contract: 
 
 
 
(a)
within the time agreed to by the parties to the
contract; or

(b)
if there is no agreed time—within a reasonable time after
the contract is entered into. 

 
 
(2)
The person is liable to pay damages to
each other party to the pre-registration contract if the company is not
registered, or the company is registered but does not ratify the contract or
enter into a substitute for it: 
 
 

(a)
within the time agreed to by the parties to the contract;
or

(b)
if there is no agreed time—within a reasonable time after
the contract is entered into. 

 
The amount that the person is liable to pay to a party is the
amount the company would be liable to pay to the party if the company had
ratified the contract and then did not perform it at all.
 

(3)
If proceedings are brought to recover damages under subsection
(2) because the company is registered but does not ratify the pre-registration
contract or enter into a substitute for it, the court may do anything that it
considers appropriate in the circumstances, including ordering the company to
do 1 or more of the following: 
 
 

(a)
pay all or part of the damages that the person is liable to pay


(b)
transfer property that the company received because of the
contract to a party to the contract

(c)
pay an amount to a party to the contract. 

 
 
(4)
If the company ratifies the
pre-registration contract but fails to perform all or part of it, the court
may order the person to pay all or part of the damages that the company is
ordered to pay.