The rule of constructive notice and the doctrine of indoor management have been evolved over the years by the Judiciary as an attempt to impose liability on the person breaching the contract. The two doctrines are apparently opposed to each other since, while one seeks to protect the company against the outsider, the other operates to protect outsiders against the company. This article examines the two doctrines and highlights the exceptions, as carved out by the various rulings. Introduction The doctrine of ultra vires restricts a company’s contractual capacity to the ambit of the objects clause of its memorandum. Contracts, which are in this sense beyond the powers of the company, are void and may not be ratified even with the unanimous consent of all its members. Where the company possesses undoubted contractual capacity in respect of a particular contract, there still remains the question of whether those who purported to make a contract ....