【Answers】
14 Following incorporation, the company could enter into a new contract on identical terms via novation A company
cannot ratify a contract which was made by a promoter before it came into existence. The promoter will be personally
liable under s.51(1) Companies Act 2006. The company can take on the liability by entering a contract under the same
terms.
15 To act in the best interests of the board The Companies Act 2006 contains the duties of directors. There is no statutory
duty to act in the best interests of the board (indeed, doing so may well constitute a breach of their duties).
17 Failure by Maria to attend rehearsals was a breach of a warranty which entitles Jason to claim damages only
This scenario is based on the case of Bettini v Gye (1876). Attendance at rehearsals is a warranty not a condition; the
condition being to dance the series of performances.
As Maria breached a warranty of the contract, Jason is not entitled to discharge the contract but, rather, is only entitled to
claim damages against Maria.
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