问答题Khudu Ltd is a company that renovates dwelling houses. The board of directors of Khudu Ltd consists of fi ve members. Thato, one of the directors, takes care of the actual day-to-day running of the business. Thato then simply reports back to the board on the business he has transacted. Thato refers to himself as the managing director of Khudu Ltd, although he has never been offi cially appointed as such. Thato is assisted in the running of the business by Pinkie, Khudu Ltd’s company secretary. Six months ago Thato entered into a contract on Khudu Ltd’s behalf with Dudu to produce plans for the renovation of a house that it hoped to acquire. However, Khudu Ltd did not acquire the house and due to its current precarious financial position, the board of directors has refused to pay Dudu, claiming that Thato did not have the necessary authority to enter into the contract with him. The board is also refusing to complete a contract with Ayanda for the supply of a new cement mixer Pinkie had ordered on Khudu Ltd’s behalf. They have also learned that Pinkie has entered into a contract on Khudu Ltd’s behalf to have an extension built onto her own house. Required: Analyse the situation with regard to the authority of both Thato and Pinkie to enter into contracts on behalf of Khudu Ltd and in particular advise the board of directors if the company is liable for each of the contracts. (10 marks)

问答题Victor, Khumo and Sethunya are partners in a printing firm. The parties have agreed that the day-to-day business of the firm will be left to Sethunya but that she would not have authority to buy more than P10,000 worth of goods on credit. When a paper merchant, Kebonye, visits the firm, Sethunya tells him that she intends to sell some books and stationery ‘for her own account’. Kebonye is impressed by Sethunya and supplies P10,000 worth of paper and stationery to the firm on favourable credit terms. Payment is now due but the firm does not have sufficient funds to pay any of the money owed. Required: Advise all the parties concerned as to their rights and obligations. (10 marks)

问答题(b) fixed charges and floating charges. (5 marks)

问答题In relation to the Company Law of China, explain the major rights of a shareholder of a limited liability company. (10 marks)

问答题(b) Describe the consequences of a company failing to comply with the provisions of the Law on Enterprises when reducing its charter capital or distributing dividends. (3 marks)

问答题(c) ostensible/apparent authority. (4 marks)

问答题(b) Explain whether Chien can appoint Hien to the partnership to replace Thang. (4 marks)

问答题In relation to contract law:

问答题In relation to contract law, distinguish between an offer and an invitation to treat, and explain why it is important to make such a distinction. (10 marks)

问答题Suzy bought groceries including some tinned food from Evergreen Supermarket for R800 on credit. On opening a tin of sardines a few days later she found them unfi t for human consumption and threw them away. When Evergreen Supermarket sent her an invoice of R800, she deducted R30, being the cost of the tin of sardines and sent in a cheque for R770 ‘in full settlement of their invoice’. She explained in the covering letter why she had deducted R30. Evergreen Supermarket banked her cheque and claimed the balance of R30 from Suzy, saying that they did not believe her story. Required: Advise Suzy. (10 marks)

问答题In relation to the law of contract, explain and distinguish between express terms and implied terms. (10 marks)

问答题In the context of Articles of Association, in terms of Table A of the Companies Law, explain the rules governing the distribution of dividends in private companies. (10 marks)

问答题Okavango (Pty) Ltd, a company which both designs and retails female clothing, needs extra finance to expand its activities. Tiro, the company auditor, negligently audits the company accounts, which show the company operating profitably, and gives an unqualified report. The accounts and report are duly published and approved. The company is actually operating at a small loss. (a) Ayanda, a shareholder in the company, invests a further P20,000·00 in the company on the strength of the company’s apparent profitability. (b) Whizz Ltd, which specialises in menswear, wishes to expand into the female clothing market. The board of Whizz Ltd considers Okavango’s accounts and auditor’s report and believes that, although there are more profitable companies than Okavango (Pty) Ltd similarly specialising in female clothing, Okavango (Pty) Ltd has potential. Whizz Ltd purchases a controlling interest in Okavango (Pty) Ltd. Later, the true financial position of the company is revealed. The effect is that credit and borrowing facilities are withdrawn, the company’s trading position deteriorates and the value of its shares falls dramatically. Within nine months the company goes into liquidation. Required: Advise Ayanda, Whizz Ltd and the liquidator whether they have a claim against Tiro, the company’s auditor. (10 marks)

问答题In relation to employment law, explain any FIVE methods by which a contract of employment may be terminated. (10 marks)

问答题With specific regard to Article 34 of the UNCITRAL Model Law on International Commercial Arbitration explain the grounds and procedure for setting aside a decision of an arbitration panel. (10 marks)

问答题In terms of the provisions of the Companies Act, 1995 explain the procedure to be followed where the consideration for an increase in the issued share capital of a company is for a non-cash consideration. (10 marks)

问答题Ian is an accountant and one of his clients is Jet, who runs an illegal operation as well as some other legitimate businesses. Jet approached Ian for advice as to how he should deal with the gains he makes from the illegal operation. Ian suggested that, rather than try to use his existing legitimate businesses to disguise the source of the money, Jet should use his legally made money to buy the local football club, Kickers, with the intention of passing his gains from the illegal operation through its accounts. Ian’s reasoning was that as there was a lot of cash going through the football club on a weekly basis, and as there appeared to be very little control exercised over the finances of football clubs, it would be easy to mingle the illegal money with the football club’s legitimate receipts. Jet accepted the proposal, bought the club, appointed Ian as its finance director and together they passed the illegal money through the football club. Lol, the long-term team manager of Kickers, has noticed the increase in the club’s income, but is concerned that the extra money is going to Jet as the owner, and not being used to finance the club. Required: Analyse the scenario from the perspective of the law relating to money laundering, advising Lol as to the legality of the above situation and what action can be taken against Ian and/or Jet. (10 marks)

问答题(b) State what was the cause of this dispute between OAM and Industry Bank. (4 marks)

问答题(b) Explain the procedure for the removal of company auditors. (5 marks)

问答题Jaz plc is listed on the London Stock Exchange. Kip works for Jaz plc as an accountant. Whilst drawing up the annual accounts, Kip noticed that Jaz plc’s profits were better than anyone could have expected. As a consequence of this knowledge, he bought shares in Jaz plc before its good results were announced. He made a substantial profit on the share dealing. Kip also told his friend Lu about the results before they were announced. Lu also bought shares in Jaz plc. Required: In the context of the criminal law relating to insider dealing, analyse the actions and potential liability of Kip and Lu. (10 marks)