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Rolled Steel Products (Holdings) Ltd v British Steel Corp
''Rolled Steel Products (Holdings) Ltd v British Steel Corp'' () Ch 246 is a UK company law case, concerning the enforceability of obligations against a company. The case was one of the last significant cases on ''ultra vires'' under English company law before the provisions abrogating that doctrine in the Companies Act 1985 became effective.
==Facts==
Rolled Steel Products Ltd gave security to guarantee the debts of a company called SSS Ltd to British Steel. This was a purpose that did not benefit Rolled Steel Products Ltd. Moreover, Rolled Steel's director, Mr Shenkman was interested in SSS Ltd (he had personally guaranteed a debt to British Steel’s subsidiary Colvilles, which SSS Ltd owed money to). The company was empowered to grant guarantees under its articles but approval of the deal was irregular because Mr Shenkman's personal interest meant his vote should not have counted for the quorum at the meeting approving the guarantee. The shareholders knew of the irregularity, and so did British Steel. Rolled Steel Products wanted to get out of the guarantee, and was arguing it was unenforceable either because it was ultra vires, or because the guarantee had been created without proper authority.
At first instance Vinelott J held British Steel’s knowledge of the irregularity rendered the guarantee ultra vires, void and incapable of validation with the members’ consent.〔() Ch 478〕 British Steel appealed.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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