问答题Maria is a shareholder and director in MainTel, a public cell phone company operating in Botswana, which has recently experienced severe losses in profits. She is aware that MainTel is engaged in confidential negotiations to take over a smaller public cell service provider in the market, Mogalacom. Should the takeover be successful, MainTel’s market share in Botswana will increase to 70% resulting in greater returns for shareholders. Kopano is a shareholder in MainTel and has approached Maria for advice on whether he should keep or sell his shares, given a recent drop in the MainTel share price. Kopano is concerned about suffering more losses. Maria informs him that he should sell his shares and offers to buy the shares from him. Shortly after selling his shares to Maria, Kopano reads about MainTel taking over Mogalacom in the local press. Kopano also notes a significant increase in MainTel’s share price. Kopano eventually realises that Maria was aware of the impending takeover when she purchased the shares from him. Kopano wishes to know if Maria’s conduct is wrongful and if there are any remedies available to him in law. Required: Advise Kopano. (10 marks)

问答题In relation to company law, explain and distinguish between a fixed charge and a floating charge. (10 marks)

问答题(b) Explain how a company’s relationship with its shareholders differs from its relationship with those who lend to the company on a long-term basis. (3 marks)

问答题In January 2010 Ami took over an old warehouse with the intention of opening an art gallery. As the warehouse had to be converted, Ami entered into two contracts, one with Bry to do all the necessary plastering and one with Cis, who was to do all the necessary painting. Both Bry and Cis were to be paid ￡5,000. Both received initial payments of ￡1,000 and agreed to have the work completed on 31 March, as the art gallery had to be ready for its fi rst exhibition on 1 May. At the end of February, Bry told Ami that he would not complete the plastering in time unless she agreed to increase his payment by a further ￡1,000. Ami agreed to pay the increased sum in order to ensure that the job was done on time. She then thought it was only fair that she should increase the amount of money promised to Cis by the same amount. However, on completion of the work on time Ami refused to make either of the additional payments to Bry or Cis, beyond the original contractual price. Required: Advise Bry and Cis whether they have any rights in law to enforce Ami’s promise to pay them an extra ￡1,000. (10 marks)

问答题Cathy, Donald and Eddy are the only members of Fragrance CC. They have been informed that there may be future changes in the legislation that would make it less attractive and convenient for them to continue to do business as a close corporation. They want to convert their business into a company. Fragrance CC has quite a number of creditors. Required: Advise the parties on what steps they should take to convert the close corporation into a company and explain what the effect of the conversion would be. (10 marks)

问答题In relation to the Botswana legal system, explain the main sources of Botswana law. (10 marks)

问答题On 3 March 2008, Azman wrote to Benny offering to sell to Benny his yacht, Lightning, for RM1 million. The letter expressly stated that if Benny did not reply by 10 March 2008, he would be deemed to have accepted the offer. On 9 March 2008, Azman sent a letter to Benny revoking his offer. On 10 March 2008 Benny posted a letter to Azman accepting Azman’s offer. Azman’s letter of revocation reached Benny on 11 March 2008. Benny’s letter of acceptance reached Azman on 12 March 2008. Benny wishes to know whether there is a valid contract between him and Azman for the sale and purchase of the yacht, Lightning. Required: Advise Benny under the law of contract. (10 marks)

问答题In relation to the legal system, explain customary law as a source of law. (10 marks)

问答题Under the law of contract, explain the meaning of ‘acceptance’ of an offer (proposal). (10 marks)

问答题(b) Explain the ways in which a contract may be terminated. (4 marks)

问答题Star Industries (Private) Limited (‘SIPL’) is a private limited company. SIPL entered into a contract with Galaxy Traders (‘GT’) for the supply of cotton yarn. Mr Anwer, the main shareholder and chief executive of SIPL signed the contract for SIPL. GT has supplied the cotton yarn in accordance with the contract but SIPL has not paid the contract price. On GT’s demand for payment, Mr Anwer stated that he had never intended for SIPL to pay GT. GT has brought a claim against SIPL and Mr Anwer for the payment of the unpaid contract price. Required: In relation to company law, advise Mr Anwer whether he is liable for payment of the unpaid contract price. (10 marks)

问答题(c) Describe the consequences of a company becoming insolvent after it has given a joint guarantee with others in respect of the borrowing of a third party. (3 marks)

问答题(a) Explain the limitations on dividends that may be paid to shareholders. (3 marks)

问答题In relation to Lesotho’s company law, explain the process by which an auditor is appointed and the qualifi cations necessary to be an auditor. (10 marks)

问答题(c) Explain the provisions of the Civil Code in respect of acceptance of the terms of an offer with modifications proposed by the offeree. (3 marks)

问答题(b) the intention to create legal relations. (4 marks)

问答题In terms of the Companies Act, 1995, explain the procedure for shares of a limited liability company to be pledged in favour of a creditor. (10 marks)

问答题Viru, Nana and Timothy formed an ordinary partnership under the Partnership Act 1957 to sell sports goods. The partnership was duly registered as required by law. The partnership deed clearly stipulated that the sole purpose of the partnership is selling only sports goods and nothing else. The partnership set up an attractive shop and began selling sports goods. Each of the partners paid R100,000 into the business. Nana told the other two partners that he did not have more money and it was agreed between them that Nana’s maximum liability for any partnership debt would be fixed at his original contribution of R100,000 only. In January 2010, Viru drew R10,000 from the partnership’s bank, drawn on its overdraft facility, by misrepresenting that the money was urgently needed to finance a short-term partnership debt, and then used the money to pay for a holiday in South Africa. In February 2010, Timothy entered into a R25,000 contract on behalf of the partnership to buy hair relaxers, which he hoped to sell in the partnership’s sports goods shop. Required: Advise Viru, Nana and Timothy as to their various rights and liabilities in relation to the operation of the partnership business. (10 marks)

问答题(b) Outline the major advantages and disadvantages of judicial precedent. (5 marks)

问答题(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)