Anglo-Overseas Agencies v. Green

Anglo-Overseas Agencies (Anglo) (plaintiff) hired Green and others (collectively, Green) (defendants) to help it obtain a building lease for a property that Anglo wanted to develop. When Anglo’s competitor obtained the lease instead, Anglo sued Green for breach of contract and for conspiring with the competitor. Green denied Anglo’s allegations. Green also argued that Anglo could not recover against Green because property development was ultra vires for Anglo because it was not one of Anglo’s main business objects. Specifically, Green noted that paragraphs A and B of clause 3 of Anglo’s memorandum of association (i.e., its charter) referred to Anglo’s objects as importing and exporting goods. Relying on the major-objects rule, Green contended that the court should treat the other business objects listed in paragraphs C through S of Anglo’s memorandum of association as merely ancillary to, and limited by, Anglo’s import and export activities. Per Green, this meant that Anglo could not recover against Green. In response, Anglo cited the last sentence of clause 3, which stated that unless otherwise expressed, the object specified in any of paragraphs A through S should not be limited or restricted by any other clause 3 paragraph or by the company’s name. Per Anglo, this language made the major-objects rule inapplicable.