Informal 'single agenda meetings' where a director speaks separately to individual directors and then produces a minute purporting to state a formal resolution do not constitute valid board meetings and cannot authorise the affixing of a common seal. Purported ratification by approving as a true record minutes of a meeting that never occurred is ineffective and cannot cure the original want of authority. Where significant loose ends remain — particularly the need for third party agreement — a letter setting out 'general terms' and contemplating the preparation of a formal agreement falls within the third Masters v Cameron category.
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