15. Validity of acts of company
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(1) An act of an international business company or a transfer of property by or to an international business company is not invalid by reason only of the fact that the international business company was without capacity or power to perform the act, or to transfer or receive the property, but the lack of capacity or power may be pleaded in the following cases—
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(a) in proceedings by a member against the international business company to prohibit the performance of any act or the transfer of property by or to the international business company; or
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(b) in proceedings by the international business company whether acting directly or through a receiver, trustee, or other legal representative, or through members in a derivative action, against the incumbent or former directors of the international business company for loss or damage due to their unauthorised act.
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(2) For purposes of subsection (1)(a), the Court may set aside and prohibit the performance of the contract if—
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(a) the unauthorised act or transfer sought to be set aside or prohibited is being, or is to be, performed or made under any contract to which the international business company is a party;
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(b) all the parties to the contract are parties to the proceedings; and
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(c) it appears fair and reasonable to set aside or prohibit the performance of the contract,
and in so doing the Court may, in applying this subsection, award to the international business company or to the other parties to the contract, such compensation as may be reasonable, except that in determining the amount of compensation the court shall not take into account anticipated profits to be derived from the performance of the contract.