Company Law Question Solution Essay

QUESTIONRamrajee Baboo is a young attorney with a controls Degree in collective Law, specialising in send financing documentation. Ramrajee has been prescribed to the Board of UDECOTT as it moves forward in a advanced program be on project financing for its new proposed constructions. UDECOTT is a state enterprise and Ramrajee is paying a stipend of $3,000.00 per month. UDECOTT had previously tenanted the services of a general commercial-grade righteousness pr answeritioner, Buji Bamee, to provide legal advice at a cost of $50,000.00 per month. Unknown to Ramrajee, the president of the Board in an informal run across with the Chief Executive Officer of UDECOTT concord to terminate the contract of the consultant and be possessed of Ramrajee old stager the project financing documents in her capacity as a influenceor.Ramrajee was neer informed of this decision. Two weeks prior to a board meeting, Ramrajee received board cover including certain project financing contra cts for password at the next board meeting (scheduled to take place 2 weeks by and by). Ramrajee perused the text file cursorily and do certain abbreviated nones. At the board meeting the documents were discussed and Ramrajee made certain general observations. The agreements were subsequently executed.It later transpired that the documents were non properly vetted and UDECOTT suffered a 10 million dollar loss. The agreements were not examined by any attorney other than Ramrajee. The governance minister responsible for UDECOTT is quite pixilated and would like someone to be held liable. The prexy said he relied on Ramrajee to vet the documents except Ramrajee has stated that her duty is that of a general re thought and would incur involve detailed legal analysis beyond what is contemplated by her role as a managing director to uncover the deficiencies in the documents that occurred. indicate the Minister as to the conduct of Ramrajee. answerISSUE Did Ramrajee coiffe the train of achievement unavoidable of her as director? righteousness Directors behaviour in office is governed by statutory and unwashed fair play. Directors hold a fiduciary responsibility to the guild for which they melt down which requires them to properly manage the assets of the company inside the powers conferred on them.Under statute, according to air division 60(b) of the Companies Act of Trinidad and Tobago, a director shall direct the management of the business and the affairs of the company. In effecting this management, he must do so in accordance with component 99(1) of the said Act which states that a director and officer of a company shall in exercising his powers and discharging his duties a) Act honestly and in good combine with a view to the outdo involution of the company and b) calculate the care, diligence and skill that a fairly prudent person would exercise in comparable circumstances. These are all to be done in the best interest of the compa ny. Where directors act in accordance with prick 99, they may be indemnified against any liabilities incurred as a result of holding much(prenominal) a position pursuant to component part 101.Under common law, the director owes a fiduciary duty to the company, as found in Pardy v Dobbin NFCA 11 (CanII), which exacts from directors a strict ethic to act honestly and in good faith in the corporations best interest.ANALYSIS As a director of the board, Ramrajee owed a very peculiar(prenominal) duty of care towards the company. In particular, she was evaluate to exercise diligence and a level of skill that reflected her qualifications, as found in section 99(1)(b). While Ramrajee was unaware of the informal decision to terminate the consultant who was leased to perform general commercial law activities, the mere fact that Ramrajee was a penis of the Board and had specialized skills in project financing documentation means that it would be expected that she use these skills. Moreov er, the highly-paid consultant was a general practitioner and did not have this specialized skill.In addition, she was given two weeks to review the documents during which time she could have scrutinized them, but she did not. Her duties on a lower floor statutory and common law required her to review the documents carefully. She did not exercise the level of care and skill required by her fiduciary position which was not in the best interest of the Company. As she breached section 99 of the Companies Act, as healthful as her common law fiduciary duties, she should be held liable and will not be indemnified by the company under section 101 for the loss sustained. testimony Minister, she is in breach of her statutory and common law duties and should be held liable.