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couvrir la nullité des conventions

English translation: remedy any nullities

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10:50 Mar 15, 2007
French to English translations [PRO]
Law/Patents - Law: Contract(s) / contract invalidity
French term or phrase: couvrir la nullité des conventions
this is in the Articles of Association of a company, in a provision describing the powers of the General Meeting: "L'Assemblée Générale Ordinaire entend le rapport du Directoire et les observations du Conseil de Surveillance, le rapport des commissaires aux comptes, leur donne quitus (...), statue sur les conventions soumises a autorisation, couvre la nullité des conventions conclues sans autorisation..."
Asia2
Local time: 22:15
English translation:remedy any nullities
Explanation:
....

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Note added at 1 hr (2007-03-15 12:13:28 GMT)
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remedy any nullities of the agreements....
Selected response from:

Assimina Vavoula
Greece
Local time: 23:15
Grading comment
Thank you again
2 KudoZ points were awarded for this answer

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Summary of answers provided
4affirm/ratify any agreements entered into ultra viresPaula McMullan
3see explanationNathalie Scharf
1remedy any nullitiesAssimina Vavoula


Discussion entries: 1





  

Answers


9 mins   confidence: Answerer confidence 1/5Answerer confidence 1/5
remedy any nullities


Explanation:
....

--------------------------------------------------
Note added at 1 hr (2007-03-15 12:13:28 GMT)
--------------------------------------------------

remedy any nullities of the agreements....


Assimina Vavoula
Greece
Local time: 23:15
Specializes in field
Native speaker of: Native in GreekGreek
PRO pts in category: 38
Grading comment
Thank you again
Notes to answerer
Asker: Thank you very much; after a research and other replies, I decided not to choose this solution

Asker: Thank you very much; after a research and other replies, I decided not to choose this solution


Peer comments on this answer (and responses from the answerer)
neutral  juliebarba: it doesn't make sense next to 'conclues sans autorisation'
1 hr

neutral  Paula McMullan: I agree with Julie - it's odd English too
7 days
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3 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
see explanation


Explanation:
I believe the meaning here is the the Assemblee General would "be liable for any agreements found void due to being entered into without authorization".

Nathalie Scharf
United States
Local time: 15:15
Specializes in field
Native speaker of: Native in EnglishEnglish, Native in FrenchFrench
PRO pts in category: 24
Notes to answerer
Asker: Thank you very much; after a research and other replies, I decided not to choose this solution

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4 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5
affirm/ratify any agreements entered into ultra vires


Explanation:
The shareholders have the power to recognise any agreements which the directors should have asked them to authorise, but didn't. See the court ruling below which held that a void and therefore ultra vires agreement could not be ratified by the shareholders. However, as I understand it under French law, the Assemblee Generale does have this power.

http://oxcheps.new.ox.ac.uk/new/casebook/cases/Cases Chapter...

The Directors, &C., of the Ashbury Railway Carriage and Iron Company (Limited) v. Hector Riche as follows:

"Consequently a contract made by the directors of such a company upon a matter not included in the Memorandum of Association is ultra vires of the directors, and is not binding on the company.

Nor can such a contract be rendered binding on the company though afterwards expressly assented to at a general meeting of shareholders.

Being in its inception void, as beyond the provisions of the statute, it cannot be ratified even by the assent of the whole body of shareholders."

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Note added at 4 hrs (2007-03-15 15:13:39 GMT)
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This excerpt actually uses the word "cover":

http://www.lexfori.net/concepts_of_french_law_relating_.htm

i) Regulated agreements

Agreements which managers and agents of the company may wish to conclude with the company could give rise to some confusion between the personal interests of the individuals involved and the interests of the company.

Certain types of agreements are not permitted, whilst those involving everyday operations concluded under normal conditions may be freely made. Other direct or indirect agreements are closely regulated.

Agreements between an S.A. and one of its directors or general managers are subject to the prior approval of the Board of Directors and are then put to a vote at the general meeting of shareholders, following a special report by the auditor.

A similar procedure exists in the S.A. a Directoire [S.A. with a directorate structure] to cover agreements between the company and one of the members of the Directoire [directorate]or Conseil de Surveillance [Supervisory Board], whereby prior approval must be given by the Supervisory Board.

In an S.A.R.L., no prior authorisation is required and agreements are scrutinised a posteriori by all of the members on the basis of a special report from the gerant and auditor, if there is one. Checks are carried out on agreements made with the gerant or one of the gerants, and also on agreements with one or other of the members or with a company in which a member is a manager or agent.


Paula McMullan
Local time: 21:15
Specializes in field
Native speaker of: English
PRO pts in category: 61
Notes to answerer
Asker: thank you very much for all your research and references you've sent me; it was very helpful and I believe this is the right answer

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