N general, indoor management rule' relieves outsider from necessity of inquiring into actual or implied authority of an agent of a corporation and, notwithstanding irregularity in appointment of agent, permits outsider to rely upon apparent authority; but application of rule is qualified by constructive notice doctrine and by statutory provisions. It is intended to examine doctrines of company law governing authority of agents of corporations, particularly as revealed by recent decision of Mr. Justice Slade in Rama Corporation Ltd. v. Proved Tin & General Investments Ltd.2 In that case plaintiff company sought to enforce an agreement entered into on behalf of defendant company by one of its active directors. The active director had negotiated agreement on behalf of defendant company without actual authority to do so. At time agreement was negotiated representative of plaintiff company was unaware of contents of articles of association of defendant company. Hence, he did not rely on power of delegation contained in those articles enabling board of directors of defendant company to delegate their powers to a single director. Counsel for plaintiff company argued that this power to delegate board's authority to a single director gave that director apparent authority to bind company in contract with an outsider, even if outsider were unaware of contents of articles. In support of his argument he relied upon doctrine of constructive notice of contents of articles of a registration company. Mr. Justice Slade rejected this argument and held contract unenforceable. While this decision does not depart from precedent, its reasoning requires close attention for an accurate statement of effect of company law doctrines upon liability of corporations where agents purport to contract on their behalf without actual or implied authority. The problem of determining liability of corporations for purported acts of their agents is complicated in Canada by existence of two distinct methods of incorporation of companies. While incorporation statutes of several Canadian provinces have maintained registration system of English Companies Act, majority of provinces and Dominion *LL.B., LL.M., Barrister and Solicitor, Banff, Alberta, also of Manitoba Bar. 1This rule is also sometimes referred to as the rule in Royal British Bank v. or, more briefly, as the Turquand rule. That case, establishing rule, is reported in (1856) 24 L.J.Q.B. 317. 2[1952] 1 All E.R. 554.