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Company law question(s)

  • 24-07-2010 12:50pm
    #1
    Sparkles:)
    Registered Users, Registered Users 2 Posts: 430 ✭✭


    I have a few questions if someone can shed a bit of light on any of them that would be great.

    1. If a company director sets up a separate business with the strikingly similar name to the already incorporated company he/she is a director of (lets say with the word international thrown in there), with a similar mission statement and plan, is that a breach of their fiduciary duties as a director of a company which already does that specific task/job etc,

    More specifically if they do this independently when they co direct the first company without telling the other director(s).

    2. Also if a new business were to advertise itself as with lets say "A family run business with more than 20 years experience" after being newly formed, would that be a fair marketing strategy or would that be misrepresentation?

    3. nd regarding an address, if someone were to give an address and be registered with the CRO with the same address would it matter if it were the family home?
    Or if it was the family home but was registered with something like...

    Unit 1A
    Company name
    Family Home Address line 1
    Line 2
    County

    would that be ok, or would that have some legal implications?!

    4. if a website for the company had pictures of the owners and staff working in an office they don't work from would that be misrepresentation?
    And if the website for the business used pictures of apperatus belonging to the company, implying they belonged to the business independantly would that have implications also?

    5. Okay really last thing, if the business computer edited their name onto something in a picture which neither belonged to the company or business what would be the legal implications there?

    I am in no way seeking advice, I'm studying law and am curious as can't seem to come up with the answers, to be honest I'm not even sure where to look. Would appreciate any help


    Kind Regards,

    Sparksxxxxxxxxx


Comments

  • #2
    [Deleted User]
    Posts: 0 ✭ [Deleted User]


    Sparkles:) wrote: »
    I have a few questions if someone can shed a bit of light on any of them that would be great.

    1. If a company director sets up a separate business with the strikingly similar name to the already incorporated company he/she is a director of (lets say with the word international thrown in there), with a similar mission statement and plan, is that a breach of their fiduciary duties as a director of a company which already does that specific task/job etc,

    More specifically if they do this independently when they co direct the first company without telling the other director(s).

    This is probably passing off. Fiduciary duty would be breached if he commits a tort against the company.
    Sparkles:) wrote: »
    2. Also if a new business were to advertise itself as with lets say "A family run business with more than 20 years experience" after being newly formed, would that be a fair marketing strategy or would that be misrepresentation?

    It depends. Business may have been unincorporated for 20 years. People within the company may have 20 years experience. It says the company has the experience, not the company has existed for that period of time. Way more information would be needed to answer.
    Sparkles:) wrote: »
    3. nd regarding an address, if someone were to give an address and be registered with the CRO with the same address would it matter if it were the family home?
    Or if it was the family home but was registered with something like...

    Unit 1A
    Company name
    Family Home Address line 1
    Line 2
    County

    would that be ok, or would that have some legal implications?!

    Don't fully get what you are implying here other than family homes can be registered with the CRO.
    Sparkles:) wrote: »
    4. if a website for the company had pictures of the owners and staff working in an office they don't work from would that be misrepresentation?
    And if the website for the business used pictures of apperatus belonging to the company, implying they belonged to the business independantly would that have implications also?

    Probably not. Again there are a lot of variables to consider in answering that question such as the type of work being done, the relevance of the equipment to the work etc.
    Sparkles:) wrote: »
    5. Okay really last thing, if the business computer edited their name onto something in a picture which neither belonged to the company or business what would be the legal implications there?

    Once more, the answer depends on what they edited their name onto. Possibly there would be copyright infringements among a number of other possible scenarios but it would totally depend on the facts of any individual case. Your question is too broad.


  • #3
    Jo King
    Banned (with Prison Access) Posts: 2,139 ✭✭✭Jo King


    Deleted User wrote: »
    This is probably passing off. Fiduciary duty would be breached if he commits a tort against the company.

    Breach of fiduciary duty would occur if he beings to compete with the company
    or takes advantage of opportunities the company should have. See Regal Hastings etc.


  • #4
    Sparkles:)
    Registered Users, Registered Users 2 Posts: 430 ✭✭Sparkles:)


    I'll be more specific when I have time, now however I'm courious,

    If there are two directors to the company, and one along with the company accountant have set up the similar business and are in partnership, would the other director be within his rights to want to terminate the accountants contract with the company or would there be grounds for unfair dismissal?


  • #5
    murrayp4
    Registered Users, Registered Users 2 Posts: 969 ✭✭✭murrayp4


    Sparkles:) wrote: »
    I have a few questions if someone can shed a bit of light on any of them that would be great.

    1. If a company director sets up a separate business with the strikingly similar name to the already incorporated company he/she is a director of (lets say with the word international thrown in there), with a similar mission statement and plan, is that a breach of their fiduciary duties as a director of a company which already does that specific task/job etc,

    More specifically if they do this independently when they co direct the first company without telling the other director(s).

    I'm rusty on my precedent but as far as I can remember in a situation where a director sets up in competition against one of his 'current' companies and where the director uses contacts/information gained from the 'old' company, the 'old' company may sue him for the profits made in the 'new' company. (assuming the director has not been given permission to set up in competition)
    Also there would very commonly in a situation like this be issues with 'Restraint of trade Clauses' whereby the director's contract would prohibit him from setting up in competition with the 'old' company


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