问答题In relation to company law, explain the doctrine of separate personality and its consequences as it applies for limited liability companies in Lesotho. (10 marks)

问答题(c) the articles of association. (4 marks)

问答题(b) state the various circumstances under which an open-ended employment contract must be concluded by the employer and employee. (8 marks)

问答题(b) Identify any TWO characteristics of a shareholding company that make it especially important for management to apply good standards of corporate governance. (4 marks)

问答题(b) Explain the jurisdiction of the courts dealing with criminal and civil law. (5 marks)

问答题1.Mr Dong, the majority shareholder of Lide Company, provided his residential house as a mortgage for a loanagreement between Lide Company and the Bank. Both parties appropriately registered the loan agreement and themortgage agreement with the relevant government agent. Before the loan agreement matured, Mr Dong intended to sell the mortgaged house to Ms Lee and disclosed to Ms Lee the fact that the house had been mortgaged. Mr Dong also notified the Bank with respect to the transactionbetween Ms Lee and himself. Mr Dong and Ms Lee entered into a sales contract of real estate to proceed with thetransaction. However, their application for registration was denied by the relevant government authority, because theBank did not give consent in writing to this transaction. Required: In accordance with the relevant provisions of the Property Law:

问答题Ngoni, an engineering graduate, has invented a highly secret and efficient process for borehole and water drilling. The device was superior but less expensive than similar devices on the market. He secured contracts with several large companies to market his device and went to great expense to retool his operations for production at the same time. Ngoni ordered from a manufacturer, Mhizha Enterprises, a consignment of plastic component parts which were needed in the manufacturing of said equipment for borehole and water drilling. Mhizha Enterprises received instructions to produce the parts by a specific date. The manufacturer failed to deliver the parts on time as he had discovered that he did not have the capacity to do so in the agreed time. Ngoni had no other alternative sources of supply and therefore lost several lucrative contracts he had arranged. The contracts are worth US$50,000. Required: In relation to the law of contract, advise whether Ngoni can sue Mhizha Enterprises for breach of contract, and whether the claim can include the loss of sales as damages. (10 marks)

问答题Esther was employed by Kufuma (Pvt) Ltd as a secretary. Upon commencement of her employment she signed a document headed ‘contract of employment’ whose contents included the following: (a) The employee was to be bound by the Labour Act [Chapter 28:01] and Regulations made under it. (b) The employer can summarily terminate the contract in the event of gross misconduct as defined in the company’s code of conduct. (c) The employee will not be paid for time spent on trade union or workers’ committee activities. (d) The employer reserves the right to vary the employee’s job description and terms and conditions of work. In the course of time Esther became pregnant and sought to go on maternity leave. She was granted such leave in terms of the Labour Act. Upon her return, she was given work in a different department, which was slightly below that of a secretary. The employer relied on clause (d) above, as authority for its decision. Esther protested and she now wants to leave Kufuma (Pvt) Ltd’s employment immediately. Required: In relation to employment law, advise Esther on whether or not she can lawfully leave the employer immediately and without notice. (10 marks)

问答题In relation to company law, discuss the following statement in common law: A company is a different person altogether from its shareholders. (10 marks)

问答题(c) Describe the legal consequence of an effective acceptance with respect to the formation of a contract. (2 marks)

问答题(b) Explain the following statements regarding consideration: (i) consideration must be sufficient but does not have to be adequate; (3 marks) (ii) past consideration is not good consideration. (4 marks)

问答题(b) Ostensible authority. (5 marks)

问答题In relation to the Russian legal system:

问答题Whilst at work Andy always parked his car in a car park operated by Bash Ltd. On the entry to the car park just in front of the payment machine there is a large sign in fl uorescent red paint which states: ‘These premises are not staffed by our employees and may be dangerous. Clients use these facilities strictly at their own risk and Bash Ltd accept no liability whatsoever for any damage or injury sustained by either those using this facility or their vehicles or property, no matter how caused.’ Andy was aware of the sign, but had never paid much attention to it. However, one day he returned to his car to find that it had been badly damaged by a towing vehicle driven by an employee of Bash Ltd. Whilst on his way to the car park offi ce to complain he was hit by the same towing vehicle, which was clearly being driven dangerously by one of Bash Ltd’s employees. As a result, not only was his car severely damaged, but he suffered a broken leg and was off work for eight weeks. Bash Ltd has accepted that its employee was negligent on both counts but denies any liability, relying on the exclusion clause. Required: On the understanding that the clause excluding Bash Ltd’s liability was incorporated into its contract with Andy, advise Andy whether there is any action he can take against Bash Ltd. (10 marks)

问答题In the context of company law, explain the rules governing the distribution of dividends. (10 marks)

问答题In relation to the law of contract, discuss the rule of remoteness of damages in Hadley v Baxendale (1854). (10 marks)

问答题Ari operates a business as a designer of internet web pages for a variety of business clients. Unfortunately he has had some difficulty in recovering his full fees from a number of clients as follows: (a) Bi, a newly qualified accountant, told Ari that although she could only raise the cash to pay half of the outstanding fees she would, as an alternative to paying the other half, do all of Ari’s accountancy work for the coming year. Ari reluctantly agreed to this proposal. (b) Cas, a self-employed musician, told Ari that she could not pay any of the money she owed him. However, her father offered to pay Ari, but could only manage half of the total amount owed. Once again Ari reluctantly agreed to accept the father’s payment of the reduced sum. (c) Dex, a self-employed car mechanic, without contacting Ari, simply sent him a cheque for half of his fees stating that he, Dex, could not pay any more and that the cheque was in full settlement of his outstanding debt. Ari himself is now in financial difficulty and needs additional cash to maintain his business operation. Required: Advise Ari whether, in the context of contract law, he can recover any of the outstanding money from Bi, Cas and Dex. (10 marks)

问答题(b) State FOUR DISADVANTAGES of the floating charge as a security to a lender. (6 marks)

问答题(b) Identify the courts, below the level of the Inner House of the Court of Session and High Court of Justiciary sitting as a court of criminal appeal, that deal with civil law and criminal law. (3 marks)

问答题The directors of XYZ Limited have resolved that the company is in a critical financial situation and shall soon be unable to pay its debts. The company should be able to recover its financial stability within the short-term. Required: Advise the directors of XYZ Limited: (a) whether they may apply for corporate recovery in terms of the provisions of the Companies Act, 1995; and (5 marks) (b) the role of the special controller in such a procedure. (5 marks)