The Constructive Notice Doctrine in the Companies Act of 2013
The Doctrine of Constructive Notice is the legal concept of presumption of knowledge of that certain subject or information.
A business is a separate legal entity that can be formed by a group of persons to profitably carry out economic operations. The company’s formation and operation are governed by a set of laws, rules, and regulations. The objective of establishing such regulations is to protect both the company and its management, as well as any outsiders who have a contractual relationship with the company. A set of rules and principles have been established to safeguard the company from outsiders and the other way around.
Companies make money by utilizing the resources of the country. As a result, companies play a critical role in economic growth, necessitating the establishment of laws governing them. These rules function as a disincentive to unethical and unfair commercial practices.
The Constructive Notice Doctrine
The concept of Constructive Notice is one of the most important ideas we meet when studying Company Law. The theory of Constructive Notice means that the AOA is well-known by an outsider who wishes to hold any contact with the firm shortly since the AOA is a public document and is available to everyone u/s 399 of the Companies Act, 2013.
From the time the business is registered, the AOA and MOA are considered “public papers.” They are open to the general public for viewing. As a result, it is believed that everyone who interacts with the company is familiar with its policies and procedures. The Doctrine of Constructive Notice is the name given to this assumption.
The rule of constructive notice applies not only to MOAs and AOAs but also to all other documents that must be filed with the Registrar of Companies, such as Section 117 special decisions. The theory of constructive notice, on the other hand, does not apply to papers filed with the registrar of companies only to preserve records.
The notion, according to Palmer, only applies to papers that influence the company’s rights.
Constructive responsibility is a concept that attempts to simplify business rules. It protects businesses from outsiders when they interact with them. Nonetheless, this regulation was seen to cause more harm than benefit, lowering its credibility. When the rule in dispute is internal, the courts established the idea of indoor management to limit the application of this provision.
This English term was originally only used in cases of fraud, but it rapidly expanded to include cases of extreme carelessness.
Difference between constructive notice and actual notice
The terms “constructive notice” and “actual notice” are often interchanged. A person may have constructive notice even though he does not have actual notice. Actual notice occurs when a person becomes aware of an event or issue for the first time. Constructive notice, on the other hand, implies legal notice even though no actual notice was ever given. However, under the circumstances, the individual should have a reasonable understanding of the procedure. For example, we regularly encounter legal notices in newspapers and other publications.
In Oakbank Oil Co. v. Crum (1882) 8 A.C. 65, it was decided that everyone who interacts with the business is presumed to have not only read the company’s MOA and AOA but also fully grasped its actual meaning. Constructive Notice is the name for this sort of notice.
Characteristics of Doctrine of constructive notice
Constructive Notice, sometimes known as legal fiction, happens when courts assume parties have the knowledge they do not have.
When serving an interested party becomes difficult due to the party ignoring the process server at his door or being unable to be recognized when service is attempted, this notice is commonly utilized.
Constructive notice is preferred above actual notice; for example, if the summons is duly served with necessary papers, the case may be dismissed for lack of notice.
The individual who was duly served and received the constructive notice but did not get a physical copy of the summons and supporting documents owing to any other cause would not be entitled to dismiss the case on the grounds of failure of service in the constructive notice.
Effects of the doctrine of constructive notice
According to the Constructive Notice thesis, it is the outsider. It is responsible for knowing the papers that govern the company. He should be well-versed in all legal papers before signing any deal with the firm. It is also the responsibility of the third party to comprehend the real meaning of the provision and conditions included therein. According to the idea, corporate bodies are preferred.
The Madras High Court disputed the scope of constructive responsibility in the case of Kotla Venkataswamy vs. Rammurthy, AIR 1934 Mad 579. The question, in this case, was whether the mortgage bonds were issued lawfully in line with the company’s AOA, therefore rendering the business liable.
All deeds, checks, certificates, and other papers must be signed on behalf of the Company by the Managing Director, the Secretary, and the Working Director before they are recognized valid, according to Article 15 of the Company’s AOA.
The plaintiff accepted a mortgage deed signed by only the secretary and an executive director in this case. According to the court, the plaintiff cannot bring a claim under this deed. The Court went on to say that if the plaintiff had read the articles, they would have seen that a deed to carry out the job required by the firm’s three authorized officials was badly signed, and they would not have accepted such a deed.
Even though she may have acted in good faith and that her funds were used for the company’s advantage, the bond is void.
Nonetheless, the court later developed a principle in Royal British Bank v. Turquand (1856) 6 E&B 327, holding that, while the third party should have notice of all the contents of the MOA & AOA, they are not required to scrutinize internal matters and see whether the corporation followed all internal procedures.
The Doctrine of Indoor Management is an exception to the Doctrine of Constructive Notice
The theory of constructive notice is an exception to the principle of indoor management, and it’s important to note that it doesn’t allow outsiders to have access to or notice of the company’s internal actions. As a result, if an act is allowed by an MOA or AOA, an outsider might assume that all formalities are followed in carrying out the act, which is known as the Turquand Rule or the Doctrine of Indoor Management. This is based on The Royal British Bank vs. Turquand (1856), 6 E&B 327, a landmark case.
The notion of indoor management asserts, in layman’s terms, that the company’s indoor concerns are its responsibility. As a result, those who engage with a company through its directors or other persons must understand this indoor management idea. They might assume that the members of the firm are acting or carrying out their tasks within the scope of their stated authorization. As a result, if an act authorized by the Articles is carried out in a certain way, outsiders working with the company may conclude that the director or other authorities acted on their behalf.
Business is a realm in which all contractual parties must be protected, and excellent business can only assure the expansion of the economy and commerce. Though this concept appears to be in place to protect those doing business with the firm, its primary goal is to promote corporate investment to keep the business and the economy functioning efficiently.
In Dey v. Pullinger Engg Co. (1921) 1 KB 77, Justice Bray stated:
“The wheels of business would not run smoothly if people engaging with businesses were required to thoroughly inspect a company’s internal equipment to ensure that nothing was wrong.”
Exceptions to the doctrine of indoor management:
Indoor management theory isn’t ideal in every circumstance; in fact, there are some instances where it can’t or shouldn’t be used. These exceptions, like the doctrine’s inception, have been established by the courts, and they are as follows:-
If the individual dealing with the irregularity was aware of it, the principle of indoor management is inapplicable. This is the first and most crucial restriction on the concept’s use. As a result, “insiders,” or individuals who, under their position inside the business, are in a position to know whether or not internal regulations have been observed, could not rely on the presumption of irregularity.
Suspicion of carelessness
Because the words “in the absence of circumstances putting him on inquiry” were used in the Turquand case, the benefits of this principle are unavailable to the person who had suspicions of irregularity, because, in this scenario, he is required to satisfy himself with the transaction’s legality and all issues relating to it.
In the matter of Anand Bihari Lal V. Dinshaw & Co, Air, 1942 Oudh 417, the plaintiff accepted the transfer of the company’s property from its accountant. The transaction was deemed null and void. The plaintiff could not have presumed that the accountant had the authorization to transfer the plaintiff’s property since there was no power of attorney. carelessness.
Turquand’s rule does not apply to forgeries. As noted in Ruben v. Great Fingall Consolidated, (1906) AC 439, persons dealing with limited liability organizations are not compelled to inquire into their indoor administration and will not be damaged by irregularities of which they are uninformed, but this does not apply to a forgery. The plaintiff, in this case, was the owner of a respondent company’s share certificate. The company secretary, on the other hand, issued it, attaching the corporate seal and forging the signatures of two directors.
Articles as a medium of communication
The AOA frequently uses the phrase “power of delegation.” To claim protection under this regulation and this sort of exemption, you must know the AOA’s MOA. No one is protected if they did not consult with it or behave in line with its provisions.
Acting ostensibly outside the scope of the company’s officer’s power
This is the most commonly used exemption to the “Turquand rule.” It goes without saying that if an officer’s action looks to be outside his power, it should not be relied upon, and if it is, the company cannot be claimed to be bound by it.
“The plaintiff accepted the transfer of property of the business by an accountant of the firm, which was obviously outside the skills of an accountant, and the company was declared not to be bound,” according to the Anand Behari Lal v. Dinshaw and Co. AIR case.
Constructive criticism is usually criticized as a fanciful philosophy. Because the idea of constructive notice is a fictional concept created by courts through judicial declarations, this is the case. Many contracts are created between the outsider and the company in a single day. Every outsider is required by the doctrine to be aware of all of the company’s legal documents. This is done to ensure the smooth and effective operation of the corporate world.