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1. FWPL has traditionally transported its wine using a fleet of trucks that it owns. It is considering selling the fleet of trucks, which should sell for approximately $3 million. FWPL’s Board of Directors has not yet made a final decision to sell the trucks. Would a contract of sale be enforceable by the purchaser if the contract was executed:
(a) By being signed by Nick Galli for and on behalf of FWPL
(b) By being signed by Mario Galli for and on behalf of FWPL
(c) By the FWPL common seal being fixed in the presence of, and witnessed by, Nick Galli and Pia Galli
(d) By being signed by Nick Galli and Pia Galli
(e) By being signed by Mario Galli and his friend Ryan Booker (Ryan does not work for FWPL).
See [¶23-200] – [¶23-400], and ss127 and 129 of the Corporations Act
2. Would your answer in any case be different if, unknown to the purchaser, FWPL had a constitution and clause 35 of the constitution said “a proposed sale of all or a substantial part of the company’s main undertaking must be approved by ordinary resolution of the shareholders in general meeting”, and this has not been obtained?
3. Would your answer to 1(b) be different if Mario Galli had never formally been appointed as Managing Director, although he acted with the consent of the other directors in that capacity?
Note: These questions have been adapted from CACL Problem Set 12 [26-650]