问答题In relation to the law of contract, state and explain the circumstances under which an individual or entity that is not a party to a contract can enforce the obligations under the contract. (10 marks)

问答题Sven, Trudi, Uri and Viktor are four business colleagues who have been running a successful business in Scandinavia for several years. Their company operates a chain of retail outlets that sell premium teas and coffees, with high quality, healthy lunches and dinners. They now wish to introduce their business model to large cities in Russia. All four colleagues have agreed that they do not wish to expose their personal assets to risk but are prepared to make substantial personal investments to capitalise the new business. They are unsure of the best business form to adopt. Sven and Trudi favour the flexibility offered by the partnership form but acknowledge that the business has the potential to grow very rapidly which may create a need for external capital. Uri and Viktor are highly ambitious and see their business as eventually becoming a major recognised brand throughout Europe, enabling them to accumulate wealth for themselves and their children. All of them agree that it will be inevitable that new investors will be needed eventually. They wish to control the business but do not have concerns about bringing in outside participants should this become necessary. Required: Explain the alternative business forms that should be considered for the new enterprise, identifying their legal characteristics and the relevance of these to the investors. (10 marks)

问答题In relation to employment law, discuss the protection of employees against unfair discrimination. (10 marks)

问答题Ali, Asad and Ameer have been carrying out an auto-parts business for the last seven years under a partnership arrangement in which the initial capital was contributed equally by them. They were jointly responsible for the management and all liabilities of the firm were shared equally by them. Now they want to convert their business arrangement from a partnership to a private company limited by shares in which Ali, Asad and Ameer shall hold 50%, 30% and 20% of the shares respectively. Required: Advise the three partners whether they can convert their partnership arrangement into a private company limited by shares and, what effect will this change in the percentage balance of ownership have on their liabilities. (10 marks)

问答题(b) Explain the role and duties of the tabulation commission. (4 marks)

问答题(b) Explain the elements which must be established by a plaintiff in order to succeed in an action in the tort of negligence. (6 marks)

问答题(b) reversing, overruling and distinguishing. (5 marks)

问答题(b) Explain the advantages and disadvantages of delegated legislation. (7 marks)

问答题(b) Discuss the actions that Alexander may take to defend his position. (4 marks)

问答题(d) innominate terms. (2 marks)

问答题(b) binding precedent and persuasive precedent. (6 marks)

问答题(b) letters of credit. (5 marks)

问答题(c) state how a court should deal with the situation if, upon receipt of the transfer of jurisdiction, a particular case is not under its jurisdiction. (3 marks)

问答题(b) Discuss how ABC Limited can increase its issued share capital to the amount of the authorised share capital for a non-cash consideration. (6 marks)

问答题Dina and her friends Tim and Mary consider creating DTM Construction Limited, a private limited liability company, for the purposes of carrying out construction works in Pafos. Before incorporation of DTM Construction Limited, Dina signs on behalf of DTM Construction Limited a contract with Panos for constructing a building in Lefkosia. After one month, DTM Construction Limited is registered with the Registrar of Companies. DTM Construction Limited then refuses to carry out any work for Panos. Required: Advise Panos. (10 marks)

问答题Roogi Bhd was incorporated in 1999. The company has suffered revenue losses exceeding RM10 million over the last three years. However, its subsidiary, Kaya Bhd, has made substantial profi ts last year. Kaya Bhd has not distributed these profi ts as dividends to its own members. Cermat, the managing director of Roogi Bhd, seeks your advice on the following matters: (a) whether Roogi Bhd can pay a cash dividend to its members by utilising funds available in its share premium account; (3 marks) (b) whether Roogi Bhd can utilise the profi ts of its subsidiary, Kaya Bhd, to pay dividends to its (Roogi Bhd’s) members; (2 marks) (c) whether, in the event it makes revenue profi ts next year, it may utilise those profi ts to pay dividends for that year without offsetting the revenue losses for the previous years; (2 marks) (d) the legal position under the Companies Act 1965, if it is discovered that Roogi Bhd has paid a cash dividend out of capital. (3 marks) Required: Advise Cermat. Note: The mark allocation is shown against each part of the question. (10 marks)

问答题Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners. In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles. Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business. Required: Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership. (10 marks)

问答题(c) State the persons who are NOT permitted to be appointed as a bankruptcy administrator. (3 marks)

问答题(b) distinguish between a counter-offer and an inquiry. (5 marks)

问答题Downhill Sdn Bhd (the company) has gone into insolvent liquidation. Its liabilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the company. In January 2006 Baloo transferred his shares to Abu and left the company. In January 2008 Chong’s shares were registered in Abu’s name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem even though the company incurred heavy debts. Required: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payment for goods sold to the company. Unfortunately, the name of the company was not correctly stated on the cheque and the bank has refused to honour it. Required: Advise the liquidator whether Nazeem could be made personally liable for the amount owed to Samy. (3 marks)