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Case explanation · Company Law (Corporate Law)

Royal British Bank v. Turquand

  • 10 min
  • 6 chapters

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About this lecture

Understand the landmark judgment in Royal British Bank v Turquand and the foundational Doctrine of Indoor Management in Company Law. This lecture examines the facts, legal issues, apparent authority, and why innocent third parties are protected against internal corporate irregularities. In this video you will learn: • Understand the factual matrix of Royal British Bank v Turquand. • Learn the meaning and application of the Doctrine of Indoor Management (Turquand's Rule). • Differentiate between internal irregularities and external authority in company dealings. • Examine the doctrine of apparent or ostensible authority under agency law. • Understand why companies cannot defeat third-party rights due to procedural failures. Topics covered: • Company contracting and Articles of Association • Facts of Royal British Bank v Turquand • Legal issues: agent authority and internal irregularity • Doctrine of Indoor Management (Turquand's Rule) • Doctrine of apparent and ostensible authority • Contract of Agency under Sections 182-238 of the Indian Contract Act • Arguments of the Royal British Bank and the company • Court ruling and protection of innocent third parties Important case laws: • Royal British Bank v Turquand Statutory provisions discussed: • Sections 182 to 238, Indian Contract Act, 1872 Useful for: LL.B. (3-year and 5-year integrated), UGC NET Law, CLAT PG and University semester exams. Chapters: 00:00 Introduction to Company Contracts 01:07 Facts of Royal British Bank v Turquand 02:56 Legal Issues Before the Court 04:49 Arguments of the Parties 06:33 Court Analysis and Final Judgment 08:44 Turquand Rule and Its Modern Significance Notes and study material: https://www.thelaweasy.com #CompanyLaw #RoyalBritishBankVTurquand #IndoorManagement #LLB #LawEasy

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Turquand's case

Company Law (Corporate Law)

The company was held bound by a bond its directors gave to the Royal British Bank, even though the general resolution required by the company's deed of settlement had not been passed. The bank was taken to know the deed, but it was entitled to assume that internal formalities like passing the resolution had been completed. The case gave the doctrine of indoor management its other name, 'the rule in Turquand's case'.

Company Law (Corporate Law)

Gilford

Court of Appeal

Horne, a former managing director bound by a promise not to solicit his old employer's customers, set up a new company and solicited those customers through it. The Court of Appeal held that the new company was a mere cloak or sham formed to escape his promise, and granted an injunction against both Horne and the company. The case is a leading example of lifting the corporate veil where a company is used to escape a legal obligation.

Company Law (Corporate Law)

Foss v. Harbottle

Company Law (Corporate Law)

Two shareholders sued the directors of their company for selling their own land to the company at an excessive price and misapplying its property. The court dismissed the suit because a wrong done to the company must be remedied by the company itself, and the majority could decide whether to sue or could approve what had been done. The case is the foundation of the majority rule in company law and gave rise to the proper plaintiff rule and the rule of internal management.

Company Law (Corporate Law)

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