Ruben v Great Fingall Consolidated (1906)

Company Law · Pre-Incorporation Contracts

Facts.

A company secretary issued a share certificate under the company seal with the forged signatures of two directors.

Issue.

Could the holder rely on the indoor management rule to bind the company?

Held.

No. The certificate was a forgery, a nullity; Turquand’s rule does not protect against forgery.

Why it matters.

Marks the outer limit of indoor management — the doctrine cannot turn a forgery into a genuine corporate act. The recurring “forged share certificate” problem is decided by this case.

📄 Full Company Law notes + Question Bank (₹199) — every topic in depth, model answers to all past exam questions, in one printable PDF. Get the bundle · All landmark cases · All Company Law topics