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Showing posts with the label doctrine of indoor management
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Doctrine of Indoor Management (Turquand’s Rule) vs Constructive Notice: A Deep Dive

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Introduction: two doctrines that pull in opposite directions Modern company law is built on a basic structural compromise. A company is an artificial legal person, but it acts through human agents. Outsiders who deal with a company need confidence that the transaction they enter into will bind the company. At the same time, the company needs protection from unauthorized acts of its insiders. Two doctrines grew historically to manage this tension: the doctrine of constructive notice and the doctrine of indoor management, popularly known as Turquand’s rule. Constructive notice operates as a presumption in favour of the company. It says that because certain corporate documents are publicly filed and open for inspection, a person dealing with the company is deemed to know their contents. This presumption can make the outsider responsible even when they never actually read the documents. Turquand’s rule operates in the opposite direction. It protects outsiders by allowing them to assume tha...