Chapter 3 Further reading

L Roach, Company Law (2^nd edn, OUP 2022) ch 5.

Provides a detailed and accessible account of the law relating to the constitution of the company.

A Dignam and J Lowry, Company Law (12^th edn, OUP 2022) ch 8.

Provides a clear and accessible account of the company’s constitution and discusses the ability to enforce the company’s constitution.

B Hannigan, Company Law (6^th edn, OUP 2021) ch 5.

A lucid and comprehensive account of the law relating to the content, alteration, interpretation and enforcement of the constitution.

L Sealy and S Worthington, Sealy’s Cases and Materials in Company Law (12^th edn, OUP 2022) ch 3.

Contains a clear discussion of the rules relating to the capacity of a company and its agents.

GD Goldberg, ‘The Enforcement of Outsider Rights Under Section 20(1) of the Companies Act 1948’ (1972) 33 MLR 362.

Although ageing, this article still provides a highly relevant discussion of the ability to enforce the rights of outsiders.

LCB Gower, ‘The Contractual Effect of Articles of Association’ (1958) 21 MLR 401.

Provides a detailed discussion of the case of Rayfield v Hands.

R Gregory, ‘The Section 20 Contract’ (1981) 44 MLR 526.

Contends that the principle that outsider rights cannot be enforced under the statutory contract is incorrect, and that outsider rights can indeed be enforced.

K Reece-Thomas, ‘The Section 14 Contract: Limitation Issues’ (1997) 16 CLQ 318.

Discusses the enforcement of the statutory contract from a practical viewpoint with particular emphasis on the limitation period.

AO Nwafor, ‘The Unending Debate on the Contractual Effect of the Company’s Constitution – A Comparative Perspective’ (2013) 24 ICCLR 261.

Looks at the legal effect of the constitution in a number of different countries.

KW Wedderburn, ‘Ultra Vires in Modern Company Law’ (1983) 46 MLR 204.

Discusses the doctrine of ultra vires at common law. An excellent article if you wish to understand the operation of the ultra vires doctrine before statute intervened and began to erode the doctrine.

https://www.gov.uk/guidance/model-articles-of-association-for-limited-companies

Provides links to the current model articles and model articles found in previous companies legislation.