that the name had been allocated and was in use by
Pitman Training. Nominet restored the domain name to
the publisher and a claim by the training company to
establish its right to the name failed.
An additional problem, which has arisen because of
the rapid growth of the Internet and its use by business
organisations for e-mail and commerce generally, is the
parallel growth of a breed of speculators who register
domain names which form a crucial part of a particular
business website and e-mail address, in the hope, for
example, of offering it for sale to the business concerned
with the possibility of receiving a high price for exclus-
ivity. In BT plcv One in a Million Ltd(1998) the High
Court granted injunctions to restrain defendants who
had registered company names and/or trade marks as
domain names on the Internet on the basis of passing off
and trade-mark infringement. The court also said that,
since the names were now of no use to the defendants,
they should be assigned to the claimants. The decision
means that, at least in the UK, it should be easier to
protect Internet domain names.
Registered office
As will be seen from the registration documents, there
is a statement that the registered office is situated in
England. The actual address is also given.
The actual address can be changed by an ordinary
resolution of the members. This requires a 51 per cent
majority. Alternatively, the directors may change it if,
as is usual, they are given this power by the articles. A
company whose memorandum states that its registered
office is to be situated in ‘England’ or ‘England and Wales’
may change its registered office to somewhere else in
England and Wales since ‘England’ includes Wales for
this purpose. In spite of the fact that the law of England
and Wales is the same, a company which has chosen
to have its registered office in Wales either initially or
by change cannot change its registered office to a place
in England. In any case an English or a Welsh company
cannot change its registered office to a place in Scotland
since the law is different there. In addition, if a company
is to have its registered office in Scotland, it must be
registered in Edinburgh.
A major purpose of the registered office is to keep vari-
ous statutory registers, such as the register of members
and records, for the purpose of inspection. In addition,
it is the company’s address where legal documents, notices
and other communications can be served.
Objects
Generally
Under former companies legislation an objects clause
was contained in the memorandum, which was a con-
stitutional document. The clause listed the things which
a company could do. If it entered into a transaction which
was not included in the clause that transaction was ultra
vires(beyond its powers) and void (of no effect).Part 2Business organisations
156
Ashbury Railway Carriage & Iron Co
v Riche(1875)
The company was formed for the purposes of making
and selling railway waggons and other railway plant. It
got a contract to build a railway system in Belgium and
entered into an agreement under which Riche was to be
a subcontractor in this exercise. The company later ran
into difficulties and the directors told Riche that his con-
tract was at an end. He sued for breach of that contract.
The House of Lords decided that he had no claim be-
cause the contract which the company had made to
construct the railway system and of which he was a sub-
contractor was ultra viresand void. On a proper reading
of the objects, the company had power to supply things
for railways but had no power actually to make them.By way of explanation of the decision of the above case,
it should be said that the ultra vires rule was brought in
by the courts to protect shareholders. It was thought
that if a shareholder, X, bought shares in a company
which had as its main object publishing and allied activ-
ities, then X would not want the directors of that com-
pany to start up a different kind of business because he
wanted his money in publishing.
In more recent times it has been noted that share-
holders are not so fussy about the kind of business the
directors take the company into so long as it makes
money to pay dividends and raises the price of the com-
pany’s shares on the stock market.Objects today
Having given the reader a flavour of the ultra vires
rule it would seem pointless to consider the many cases
brought in regard to it in earlier times. The objects clause,
if there is one, is to be in the articles and if the articles
do not restrict the objects (which is not a requirement)
then the company’s objects are unrestricted. Even where
the company has objects in its articles, this will not affect
its capacity to make valid and enforceable contracts.