... transaction which is valid for one person under Section 35A but voidable against another (the director) under section 322A, either the third party or the company may apply to the court to settle the matter. The court may then affirm the transaction as a whole, set it aside on just terms or sever it: Section 322A(6)(7). If the outsider is dealing with the company in good faith, as defined in Section 35A, he will be able to enforce any contract made by an agent on the company's behalf if that agent was acting within his authority, irrespective of any limitations on his powers under the company's constitution. If the outsider is not acting in good faith, the position is different. An agent may bind his principal (in this case the company) if he has acted within his actual, implied or apparent authority. As to actual authority, an individual director or committee of ...

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