Business and company Law

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Business and Company Law Report Sample

ACCOUNTING & FINANCE, The English legal system

Question One

In relation to the English legal system distinguish between the following:

(a) Criminal law

(b) Civil law

Question Two

(a)Briefly describe the main courts in the English Legal System

(b) Explain the matters within the jurisdiction of the County Court

Question Three

Explain the distinction between the following terms in relation to the doctrine of precedent in the English legal system:

(a) Ratio decidendi and obiter dictum

(b) Reversing, overruling and distinguishing

Question Four

Explain what is meant by the following terms

(a) Common law

(b) Equity law

General principles of the law of contract

Question Five

Explain in relation to the law of contract the difference between the essential elements of a

contract and the matters that affect the validity of a contract.

Question Six.

Explain the presumptions relating to intention to create legal relations with respect to:

(a) Domestic and social agreements

(b) Business arrangements

Question Seven

In relation to contract law:

(a) Define and explain consideration.

(b) Explain the fact that consideration must be sufficient but does not have to be adequate.

Question Eight

In relation to contract law explain the meaning and effect of:

(a) The rules relating to an acceptance of an offer

(b) The rules relating to a revocation of an offer

Question Nine

In relation to the contents of a contract explain the following:

(a) Conditions

(b) Warranties

Question Ten

In relation to agreed damages for breach of contract, distinguish between liquidated damages a

penalty clause.

Question Eleven

Explain the common law and equitable remedies for breach of contract.

Question Twelve

Explain the circumstances when the party to a contract may be able to rely on an exemption

clause?

Question Thirteen

Lorraine, who has recently lost her expensive wrist watch at the Central University, put the following advertisement on the Students. Notice Board: “Lost. Expensive Swiss wrist watch with the initials LW. £100 reward for information leading to the recovery of the wrist watch..” Jade read the notice and decided to search for the wrist watch. After two days searching she found the wrist watch. Unknown to her, Lorraine had put a second notice on the Students Notice Board the day before, withdrawing the offer of the reward.

Advise Jade.

Question Fourteen

Mr Green placed an advert in a local car magazine stating that he was interested in a purchase of a van. On 5th January Mr Jones called him stating that he was able to sell Mr Green a van for

£3,000 in cash provided that Mr Green made up his mind quickly and responded to him in

writing by 15th January. On 6th January Mr Green posted a letter of acceptance by second class

post to Mr Jones agreeing to purchase the van for £3,000 in cash. However, Mr Jones decided to change his mind and sell the car to Ms Bell for £3,500. Mr Jones faxed his withdrawal on 7th

January but Mr Green was on holiday and was unable to read the fax. Upon his return, Mr Green demanded the immediate delivery of “his” van from Mr Jones.

Advise Mr Jones

Question Fifteen

Mike decided to sell his car. On 1 May, he placed an advertisement in the Daily Moon

“VW GTI 2000 for sale. Only one previous owner. Serious enquiries from people with £3,000 to spend. First come, first serve. Telephone my agent, Peter, on Tel 67318 if you wish to buy my car.”

Is there a valid contract between Mike and Mary in each of the following situations?

(a) Mary saw the advertisement and writes to Mike agreeing to buy Mike’s car at the asking

price. The letter is delayed in the post and Mike sells the car elsewhere.

(b) Mary sends an e-mail to Mike agreeing to buy Mike’s car at the asking price.

Tort

Question A/T

What must a claimant in an action for negligence prove?

Question B/T

In order to prove a duty of care what elements must be demonstrated?

Question C/T

Explain the meaning of the term ‘vicarious liability’. Under what circumstances will an existing liability not be upheld?

Question D/T

Explain the findings of the court in the case of Hedley Byrne v Heller (1963).

Question E/T

Consider and make notes on the likely nature and standard of the duty of care expected of the following people in the course of their day to day commercial/professional activities:

A solicitor
A barrister
An accountant
A police officer
A fire-fighter
A paramedic
A newspaper seller
A baker
A carpenter.
An estate-agent
A retail bank manager

Agency and Partnership

Question Sixteen

(a) Discuss how an agency relationship can be created with reference to the relevant case law.

(b) Rod, Indra and Zafer are partners in a firm of accountants. The capital for the firm was provided by Rod, but he took no active part in the running of the firm. The partnership agreement provided that no partner can borrow money exceeding £30,000 for the firm without the consent of the other partners. Zafer has just resigned as partner from the firm. Four days after Zafer’s resignation, Indra borrowed £50,000 without Rod’s consent from Financing Ltd.

Advise Rod and Zafer of their potential liability to Financing Ltd. for the loan

Question Seventeen

In relation to partnership law, describe the liability of partners for partnership debts within:

(a) An unlimited (traditional) partnership

(b) A limited partnership

Question Eighteen

In relation to partnership firms, distinguish the following:

AB & Co;

(b) AB LP;

Employment

Question Nineteen

In relation to employment law explain the meaning of redundancy and how redundancy

compensation is assessed.

Question Twenty

Critically explain the difference between the contract of service and contract for services with

reference to the relevant case law.

Question Twenty One

Explain and illustrate the following terms in the area of employment law:

(a) Unfair dismissal

(b)The remedies available to a person who successfully brings a claim for unfair

dismissal

The Company Form

Question Twenty Two

Compare and contrast a registered company with a traditional partnership as a form of business organisation. What are the advantages and disadvantages of each business form?

Question Twenty Three

In the context of company law explain:

(a)The doctrine of separate personality and its consequences

(b) The circumstances under which the doctrine will be ignored

The Formation and Constitution of a company

Question Twenty Four

In relation to corporate law, explain the documentation necessary to register a new company

under the Companies Act 2006.

Question Twenty Five

Explain in relation to the formation of a company:

(a) Promoter

(b) Pre-incorporation contract.

Question Twenty Six

Explain the meaning and effect of a company’s articles of association including:

(a) The nature of model articles of association

(b) The effect of the articles on both members and non-members

Question Twenty Seven

Explain in relation to company law:

the doctrine of capital maintenance

(b) the circumstances under which both a private and a public limited company can reduce its capital, and the procedures through which this can be done

Question Twenty Eight

Explain the restrictions imposed by the law on the choice of a company name. How may an

existing name of a company be changed?

Question Twenty Nin

A friend of yours is forming a limited company but she is unsure how to proceed. Advise her as

to:

(a) What details must be given in an application for registration of a company limited

by shares

(b) What documents other than an application form must be delivered to the Registrar

when forming a company?

Capital and financing of companies

Question Thirty

In relation to company law explain:

(a) Ordinary shares

(b) Preference shares

(c)Debentures (loan notes)

Question Thirty One

In relation to company law explain:

(a) Debenture

(b) Fixed charge

(b) Floating charge

Question Thirty Two

With regard to the rules relating to company dividends explain:

(a) How dividends may be properly funded

(b) The rules which apply to public limited companies

Question Thirty Three

Sawyer Ltd. is a large company specialising in the manufacture of computer software. The recession has now ended and the company intends to raise additional finance to expand its activities. The directors are told that such finance can be raised by issuing additional shares to the Ambitious Merchant Bank. What procedural requirements must they satisfy before they can issue the new shares?

Company meetings

Question Thirty Four

Within the context of company general meetings:

(a) Who has the power to call meetings?

(b) How are votes taken?

Question Thirty Five

In relation to private companies, explain the meaning of, and the procedure for passing, the

Following:

An ordinary resolution

(b) A special resolution

A written resolution

Management and administration of a company

Question Thirty Six

Explain the general duties of company directors

Question Thirty Seven

George has just been appointed as an alternate director of Omega plc. George went to a business meeting on behalf of the company where he met Jack who told him about a lucrative business opportunity. George would like to take advantage of this opportunity in his personal capacity but is wondering whether he is allowed to do so. Additionally, Omega Ltd is proposing to purchase a property owned by George. George is aware that the property is only worth £300,000 but that the company’s auditor made a mistake and valued it at £500,000.

Advise George as to his legal position explaining what you understand by the term alternate director.

Question Thirty Eight

In company law explain:

(a) How a director of a company may be appointed

(b) How a director may be removed from his/her position

Question Thirty Nine

Explain the role of the company auditor, paying particular attention to an auditor’s:

(a) Qualification and Appointment

(b) Rights and duties

Question Forty

The 2006 Companies Act changed the rules as regards Company Secretaries. Explain:

(a) How Company Secretaries are appointed

(b) The duties and powers of a Company Secretary in a Public Limited Company

Practice questions

1. Sania runs a seaside restaurant which is only open at week-ends in the summer. She uses Andy to supply and deliver all the fresh meat, fish and vegetables to the restaurant on a Thursday afternoon, in readiness for the chef on Friday morning. Last Thursday, Andy’s car broke down and he failed to deliver the fresh ingredients. Andy refused to deliver on Friday, unless his payment was increased to cover the cost of hiring a van for the special journey. Sania agreed to pay Andy an extra £200 and Andy delivered the food late on Friday afternoon.

Unfortunately, Sania’s chef, Pat, said he would not be able to prepare the food in time without extra help, and so Sania promised John and Tom, the two kitchen assistants, an additional £30 each if the restaurant opened on time on Friday evening. The evening was a great success and a new booking was taken for a large private party. Sania then said she would given Pat a bonus for all his hard work. On the Saturday, Sania decides not to meet any of these promises.

Required

Can either Andy, John and Tom or Pat enforce Sania’s promises?

2. Hilda ran a business in Bristol which specialised in printing posters for exhibitions and trade shows. Jack and Stan have both worked for Hilda for the past three years. They were both described as self-employed and paid Tax and National Insurance as self- employed persons. Hilda provided the entire specialist printing equipment and work overalls for them. Jack was required to work solely on the jobs provided by Hilda and had to attend her premises every weekday from 8am until 4.30pm and was frequently supervised. Jack was sometimes required to work paid overtime and felt obliged to do this. Stan, who designed the exhibition posters usually worked from home and also undertook his own private commissions. Stan would sometimes arrange for some of the work for Hilda’s business to be done by his friend, Eddie. Hilda has recently lost her most important contract which Jack had been exclusively working on and has told Jack that he is no longer required. Hilda has also decided to relocate to London to be nearer her remaining clients and so has told Stan that he will have to find other work too.

Required:

(a) How do the courts decide whether someone is an employee or self-employed?

(b) Explain, and justify, which category Stan and Jack will fall into.

3. Ted and Gordon are in partnership. They seek your advice, concerning whether they should trade as a private limited company instead. They are a small firm and they make substantial profits. They are particularly interested in the following matters:

(a) They have heard that there are advantages to trading as a company but they suspect

that there are also disadvantages.

(b) The procedure for setting up the company

Advise Ted and Gordon on the above matters.

4. Please read the details of the following case:

Pharmaceutical Soc. Of Gt. Britain v Boots Cash Chemist (1952) 2 All ER 456

Please prepare an answer to the following:

Mrs Jones goes into a supermarket. She takes a basket and goes to the pet food section where she selects six tins of cat food, each priced at forty pence, and places them in her basket. She then goes over to the meat section where there is an assistant serving. She orders a half-pound of sliced bacon. The assistant slices it for her, wraps it up, and marks the price on the paper bag in which he places it. Before she reaches the check-out point, Mrs Jones discovers that she has left her purse at home and has no money with which to pay for the goods. Accordingly, she puts the six tins of cat food back on the shelf, and gives the bacon back to the assistant, telling him she has changed her mind and no longer wants it. The assistant, however, refuses to take back the bacon and calls the manager who refuses to let Mrs Jones leave the store until she pays for, or promises to pay for, both the bacon and the cat food.

Advise Mrs Jones

5. Please read the details of the following case:

Victoria Laundry Ltd. V Newman Industries Ltd (1949)

Please prepare an answer to the following:

William has contracted to install a new bakery shaft at Jackie's bakery at a cost of £20,000. However, because William has failed to install the shaft, three months since the contract was due to be completed, Jackie cannot comply with her own contracts with Vicky and Carolyn to deliver large consignments of uncut brown bread and vanilla ice cake. Vicky and Carolyn have paid £1000 and £2000 respectively to Jackie.

Advice William as to the extent of his liability, if any, to Jackie, Vicky and Carolyn.

6. Please read the details of the following cases:

O’Brien v Associated Fire Alarms Ltd (1968)

Pepper v Webb (1969)

Please prepare an answer to the following:

Noel and Jock are employed by Paco Ltd. as security chief and gardener respectively at the company's Head Office in London. Today, the managing director of Paco Ltd. Instructs Noel that he is being transferred to its Liverpool branch for a year. Noel refuses to go and he is dismissed on the spot. Gillian, the secretary to the managing director, who is in a bad mood, complains about the state of the company's garden and asks Jock to clean it up but Jock loses his temper and says "I couldn't care less about your bloody greenhouse and your sodding plants." Instead of warning him, the managing director dismisses him on the spot.

Advise Noel and Jock

7. (a) What are the major forms of business organisation in Britain?

(b) What are the basic differences between a private company and a partnership