The powers and duties of directors cannot be delegated except in accordance with the articles of association of the company1. Where, however, there has been a purported or apparent delegation in favour of a sub-agent and such delegation if duly made would have been within the scope of a power in the articles, any internal management irregularity will be disregarded in relation to those who deal bona fide with the sub-agent and without knowledge of such irregularity2.
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