ABSTRACT
Rectification available Rectification not avail able (Scott v Scott (1940))
Damages are the usual remedy for breach
Damages usually not appro priate (but may be claimed for liquid ated sum, e.g. dividend); a declar a tion is the usual remedy
1 Model articles are prescribed by stat utory instru ment, so must be construed in accord ance with the Interpretation Act 1978. Furthermore, the articles are a public docu ment and it is import ant that third parties, espe cially prospect ive members, are able to rely on the accur acy of these docu ments as registered. See Bratton Seymour Service Co Ltd v Oxenborough (1992), where the Court of Appeal refused to imply a term into the articles impos ing a finan cial oblig a tion on members in order to give the articles ‘busi ness effic acy’.
