Section 184: Warranties implied in pre-incorporation contracts

184. Warranties implied in pre-incorporation contracts (1) Notwithstanding any enactment, in a pre-incorporation contract, unless a contrary intention is expressed in the contract, there is an implied warranty by the person who purports to make the contract in the name of, or on behalf of, the company— (a) that the company shall be incorporated within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the making of the contract; and (b) that the company shall ratify the contract within such period as may be specified in the contract, or if no period is specified, then within a reasonable time after the incorporation of the company. (2) The amount of damages recoverable in an action for breach of a warranty implied by subsection (1) shall be the same as the amount of damages that would be recoverable in an action against the company for damages for breach by the company of the unperformed obligations under the contract where the contract had been ratified by the company. (3) Where, after its incorporation, a company enters into a contract in the same terms as, or in substitution for, a pre-incorporation contract, not being a contract ratified by the company under section 180, the liability of a person under subsection (1), including any liability under an order made by a Court for the payment of damages, shall be discharged. [Issue 9] C35 – 116 Revised Laws of Mauritius