问答题(c) state the legal remedy for a shareholder if he and the company fail to reach an agreement for the purchase of equity. (2 marks)

问答题Ahmed contracted with Ali to sell and deliver to him his Toyota Corolla for Rs 800,000. Ali paid Rs 800,000 to Ahmed on Monday. The car was to be delivered to Ali on Wednesday. However, on Tuesday there was a sudden riot in the city centre and the car was set on fire by an angry mob resulting in its complete destruction. Required: In relation to the law of contract, advise Ahmed and Ali on the impact of this event on their contract. (10 marks)

问答题Under contract law, explain what are the external essential requisites of a valid contract. (10 marks)

问答题Ivan is an antiques dealer. He imported two extremely rare statues, created by the same sculptor, and placed an advertisement in a specialist magazine offering them for sale at a price of 1 million roubles per statue. Ekaterina replied to the advertisement immediately by post, agreeing to pay 1 million roubles to purchase one statue. However, she then had doubts about whether the statue would be a good bargain and sent a fax on the same day that her letter was despatched to say that she had changed her mind. On the same day, Leonid replied to the advertisement by post, confi rming that he would be prepared to pay 800.000 roubles for one statue. Having been away on a business trip for a few days, Ivan arrived at his offi ce and read the letter and fax sent by Ekaterina and the letter sent by Leonid. He sent faxes to both customers confi rming that he would supply the statues immediately. In the fax to Ekaterina he informed her that her fax could not cancel the deal as she had accepted his offer. On the same morning, Nikolai visited Ivan and offered to purchase both statues for 1.5 million roubles each. Ivan accepted this proposal and sold the statues immediately. Required: Advise Ekaterina, Leonid and Nikolai whether or not they have entered into legally binding contracts. (10 marks)

问答题(b) An invitation to treat. (5 marks)

问答题(c) the civil and criminal jurisdiction of the High Court. (3 marks)

问答题Binh is a young trainee who works for the customer service team in the Relax Hotel. While helping Sell Limited, a corporate client, to set up a meeting room for a conference, she accidentally dropped expensive equipment belonging to the client, causing irreparable damage. As a result, the client could not deliver the presentation as scheduled, causing considerable embarrassment. Sell Limited claimed that its reputation has suffered, as the audience included several valuable customers. In addition, it had to replace the equipment at a cost of 150 million dong. Required: Discuss the obligations of Binh and the Relax Hotel for the losses suffered by the client. (10 marks)

问答题Henry is a non-executive director of Incredible Industries Ltd, a company that specialises in building. At a recent board meeting Henry learns that the company intends to buy a bulldozer for the construction of swimming pools. Henry’s wife, Jezebel, who regularly attends auction sales, by chance, recently bought a bulldozer for speculation purposes. Henry informs his wife of the proposed deal and she now plans to sell the bulldozer to Incredible Industries at a fairly large profit. Required: Advise Henry on the legality of the proposed sale and the possible steps he should take to safeguard his position. (10 marks)

问答题In relation to the law of contract, explain the general meaning and effect of breach of contract, paying particular attention to repudiation as a form of breach of contract. (10 marks)

问答题(b) Identify the factors that limit the content of a proposed new law. (4 marks)

问答题Aaron, Bill and Carol were partners in a partnership named Aaron, Bill, Carol & Co. Carol retired from the partnership in May this year. One month after Carol’s retirement, under the name of the partnership and without informing or consulting Carol, Bill and Aaron entered into a loan agreement (‘the Loan Agreement’) with a bank (‘the Bank’), which was the first time the partnership had done business with the Bank. Pursuant to the Loan Agreement, the Bank lent to the partnership the sum of HKG $3 million (‘the Loan’). The partnership has been unable to repay the Loan, and the Bank has decided to commence legal action against Carol for the repayment. Required: In relationship to partnership law: Advise Carol as to whether she would be liable for the repayment of the Loan. Note: You may assume that the partners had authority to enter into the Loan Agreement. (10 marks)

问答题In relation to Lesotho’s legal system, explain the advantages and disadvantages of delegated legislation. (10 marks)

问答题(b) Explain whether termination of employment at Xejn Limited constitutes collective redundancy. (6 marks)

问答题Tariq, Jamal and Ali are the only three shareholders of Magic Carpets (Private) Limited (‘MCPL’). They were elected as the directors of MCPL at the annual general meeting held in October 2008. Tariq resigned as director in November 2009. At a recent meeting of the board of directors, Jamal proposed that Qasim should be appointed as a director in place of Tariq for a period of six months. Ali opposed this proposal stating that he thinks that under the law they cannot appoint a replacement director. Required: With reference to the Companies Ordinance, 1984, advise the board of directors on whether Qasim may be appointed as a replacement director of MCPL. (10 marks)

问答题With reference to the Companies Act 1965, explain how the common law position relating to the ultra vires doctrine has been modifi ed in Malaysia. (10 marks)

问答题Molefi is one of the three directors of Modern Cars Ltd, a specialist car manufacturer. The company’s articles are in the form of Table A of the Companies Act, 1967. All the directors own 100 shares each in the company. The paid-up capital of the company is R100,000 divided into 100,000 shares of R1 each. Modern Cars Ltd are offered a profi table opportunity by Suzuki to build a car that would use solar batteries instead of petrol. Molefi recommends to the board that the company should accept the challenge. Molefi knows that as an expert in tapping solar power, this project could enhance his reputation world-wide. Modern Cars Ltd inform Suzuki that they would build the car, but that it would take a minimum of three years. Molefi is overruled by other directors that the car could be built in less than three years. Suzuki is not willing to wait that long. Suzuki then approaches Molefi personally and invites him to build the car. Molefi accepts the contract, builds the car in 18 months and reaps a large profi t from the contract. The board of Modern Cars Ltd decide to take legal action against Molefi . At the annual general meeting, Molefi resigns after explaining how he was overruled by his other directors. Molefi then pleads with the shareholders not to authorise any legal action against him. The shareholders by a large majority resolve: ‘Modern Cars Ltd shall take no legal action against Molefi arising out of any events connected directly or indirectly to the solar battery car contract with Suzuki.’ Required: Advise the directors of Modern Cars Ltd if they could authorise legal action against Molefi . (10 marks)

问答题(b) Explain the advantages and disadvantages of the proposed corporate form in comparison to other incorporated entities. (4 marks)

问答题Rose, Daisy and Petunia are the directors of Bloomwell Sdn Bhd, a company which specialises in the cultivation and sale of plants and flowers. They are also equal shareholders in the company. Two months ago, a quarrel broke out between Petunia and the other directors and since then, Petunia has refused to co-operate with Rose and Daisy on most company matters. Rose and Daisy, in an effort to dilute Petunia’s voting power and prevent her from vetoing special resolutions intend to take the following courses of action: (i) Issue a substantial amount of new shares to Tulip, a close friend of Rose and Daisy; and (ii) Make the company provide a fixed charge on its land as security to Bank Senang Pinjam, which is prepared to give a loan to Tulip to finance the subscription of the shares. Required: Advise Petunia whether there are any grounds on which the validity of the proposed courses of action may be challenged. (10 marks)

问答题John Brown is the managing director of Dryland Products Limited, a company duly registered and operating in terms of the laws of Zimbabwe. The company operates a fruit and vegetable canning factory in Harare. Its products are sold both on the domestic and export markets. There is a lot of competition for business from suppliers of raw materials to the factory. One such supplier, a horticultural farmer Mr Murimi, developed a deep friendship with John Brown and often gives him expensive gifts. He recently donated a mini-van for use at a kindergarten operated by Mrs Brown, the managing director’s wife. It now transpires that the farmer, Mr Murimi’s products are generally more expensive than what other farmers in the same business can provide. This has fi nancially prejudiced the company. Required: In relation to company law, discuss the remedies available to the company against its managing director in light of the facts. (10 marks)

问答题(b) volenti non fit injuria. (5 marks)