问答题Due to the failure to pay the price of construction materials at a value of RMB 3 million yuan by Singen Construction Co, City Materials Co applied to the local people’s court to declare for its bankruptcy. The court approved the application after necessary review of the facts. At the end of the liquidation process, the liquidation committee listed the assets, debts and the various expenses of Singen Construction Co as follows. (i) It had total assets of RMB 19 million yuan. (ii) It had total debts and other liabilities in the amount of RMB 29 million yuan, including: (1) wages and insurance premiums payable of RMB 3·5 million yuan (2) VAT due of RMB 3·2 million yuan (3) the expenses of liquidation of RMB 300,000 yuan (4) the various debts due of RMB 22 million yuan. (iii) Among the bankruptcy assets, Singen Construction Co held five buildings which were duly registered with the local Registry Centre of Real Estate. The Certificate of Real Estate indicated that Buildings No. 1, 2 and 3 had been detained by the order of the local court for a dispute with a third party before the liquidation process started. However, Singen Construction Co had put these three buildings as things mortgaged to Steel Company for the debts payable at RMB 2 million yuan, without registration of the mortgage agreement with the Registration Centre of Real Estate. The current assessed price of the three buildings was RMB 2 million yuan. (iv) Buildings No. 4 and 5 had been mortgaged to Financial Company for a loan of RMB 3 million yuan and been duly registered with the Registry Centre of Real Estate. The current assessed price of the two buildings was RMB 2 million yuan. Required: Answer the following questions in accordance with the relevant provisions of the Enterprise Bankruptcy Law and the Property Law of China, and give your reasons for your answer:

问答题Greenacres (Pty) Ltd has three shareholders: Henry, Irma and John. Irma and John are married. All three shareholders are also directors of the company. John recently discovered that Henry and Irma are having an affair. John now refuses to fulfi l his required directorial obligations, such as attending board meetings and signing cheques on behalf of the company. It has become increasingly obvious that it is no longer possible for the company to function appropriately or to conduct any business. Required: Advise the parties, and discuss the circumstances in which a court may wind-up a company on the grounds that it is ‘just and equitable’ to do so. (10 marks)

问答题In relation to the Companies Act, 2006, explain the duty of directors to promote the success of the company, and to whom such a duty is owed. (10 marks)

问答题(b) Hanim wrote a letter to his old friend, Lim, offering to sell 2,000 of his shares in ABC Sdn Bhd, to Lim at a price of RM2·20 per share. Although Lim considered the price to be reasonable, he wrote back to Hanim, in the following words, ‘I am willing to purchase the shares at RM2·00 per share’. Two weeks later, after not receiving any reply from Hanim, Lim wrote a letter to Hanim accepting Hanim’s original offer. Hanim now refuses to sell the shares to Lim. Required: Advise Lim whether he may successfully sue Hanim for breach of contract. (5 marks)

问答题(b) Whether he is liable for the payment of the Price. (6 marks)

问答题Maseru (Pty) Ltd is a private company with an annual turnover of about R80 million. Its articles are in the form of Table A. It has three directors, who are also its only shareholders. The day-to-day running of the business is left to John, one of the directors. John keeps the board of directors informed on a regular basis of whatever transactions he makes. The other directors are happy with this arrangement and have never overturned any of the transactions that John made. John, to the knowledge of his fellow directors, refers to himself as the managing director and the chief executive of Maseru (Pty) Ltd, although he has never been officially appointed as such. In February 2009, John entered into a contract on Maseru (Pty) Ltd’s behalf with Sandeep to refurbish the offices of Maseru (Pty) Ltd at a cost of R1 million. Sandeep did so and presented his invoice for payment. However, when John presented the bill to the board of directors for approval, they refused to authorise payment claiming that John did not have the authority to enter into the contract with Sandeep. Required: Advise whether Maseru (Pty) Ltd is liable to pay Sandeep. (10 marks)

问答题(b) explain and distinguish between the following terms: (i) executory consideration; (2 marks) (ii) executed consideration; (2 marks) (iii) past consideration. (3 marks)

问答题(a) Describe the rights of a limited liability partner. (7 marks)

问答题In relation to the takeover of a company (‘the target company’) by another company, explain the statutory provisions governing the compulsory acquisition of the minority's shareholding of the target company. (10 marks)

问答题(b) What constitutes ‘due enquiry’ for the purpose of dismissing an employee for misconduct. (5 marks)

问答题(c) Describe the consequences to the general partnership of the death of a partner. (3 marks)

问答题In relation to employment law, explain the similarities and differences between an employment contract and a contract that a company makes with an outside contractor. (10 marks)

问答题Tiroyakgosi is director of Plush Ltd, a company which is engaged in making dresses for the teenage market. The buying manager of Plush, with the authority of the board, orders a large quantity of materials from a firm of wholesalers whose price, although keenly competitive, is still sufficient to leave a good profit. Tiroyakgosi is a partner in the firm of wholesalers. This, however, is not known either to the buying manager or to the board of directors of Plush Ltd, and Tiroyakgosi does not tell them. Some time later, when all the material has in fact been delivered to Plush and has been used, the board of directors discovers the true position. Required: Advise Tiroyakgosi about the consequences of his not disclosing his interest in the contract for the purchase of the material. (10 marks)

问答题(b) Explain the legal provisions that govern the redemption of shares of a shareholding company following a resolution of the company. (6 marks)

问答题Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and rules relating to, damages for breach of contract. (10 marks)

问答题In relation to the legal system, explain the impact of human rights law on the common law of South Africa. (10 marks)

问答题(b) Discuss the concept of duty of care and its breach. (5 marks)

问答题(b) Explain and distinguish between the three classifications of contractual terms. (7 marks)

问答题(b) debentures. (5 marks)

问答题In relation to the law of agency, discuss the potential personal liability of the agent or the purported agent. (10 marks)