Rescission is available only if the aggrieved shareholder:
(1) Acts within a reasonable time
(2) Before the company goes into liquidation
(3) Has not done any act indicating the upholding of the contract to take shares like:-
(i) Accepted dividend declared by the company; or
(ii) Having attended a meeting of the company.
Damages: An allottee of shares may bring an action for deceit. There must be an intention to defraud and that is to be proved by the allottee. The directors will not be responsible for the tort of deceit if they honestly believed statement to be true.
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