Doctrine is not applicable where a precondition is to be fulfilled

Doctrine is not applicable where a precondition is to be fulfilled before company itself can exercise a particular power Pacific Coast Coal Mines Vs.understand by Constructive Notice of the Memormdum and Articles of Association of a limited Company ADs. The Memorandum and Articles of Association becomes public documents when they are registered with the Registrar of Companies. The office of the Registrar of Companies is a public office. Anybody can inspect these documents by paying a nominal fee. Every person dealing with a company is
deemed to have notice of the contents of these documents, and is presumed to have understood them properly. This is known as Constructive Notice of Memorandum and Articles. The legal effect of this doctrine is that if a person deals with a company in a mane unhitch is inconsistent with the provisions of these documents, he cannot acquire any rights hereunder. The doctrine operates against outsider dealing with the company. It prevents an outsider from alleging that he did not know the Memorandum or the Articles of the company. Freeman & Luckier Vs. Buckhurst Park Properties Ltd.] whether or not he actually reads them, he is presumed to have read them as well as understood them properly. Oak Bank Oil Co. Vs. Crum]. If person enters into a contract with the company, he must ensure before hand that such contract falls within the powers of the company otherwise he camlet enforce it later on, it being ultra virus.
The doctrine of constructive notice of tile Memorandum and Articles, however, is not a positive doctrine but a negative one. It is like doctrine of estoppal. It does not operate against the company. It operates only against an outsider dealing with the company. However, there is one exception to the doctrine of constructive notice.