问答题(b) explain the circumstances when the postal rule does not apply. (6 marks)

问答题Thapelo and Mmusi form a company, TM Developments, for the purpose of developing a residential complex in Gaborone. Thapelo contributes half of the capital but plays no further active role in the business. Thapelo and Mmusi are both directors of the company. Each one of them nominates another director bringing the number of directors on the board to four. Although the constitution of the company provides that the directors may appoint one of their number as managing director, the four directors of TM Developments do not appoint a managing director. Instead, the directors leave the day-to-day management of the company to Mmusi. Mmusi engaged Horizon Architects to prepare plans for the residential development. Once the plans were completed, Horizon Architects demanded payment from TM Developments. TM Developments declined to pay Horizon Architects claiming that Mmusi had no authority to engage Horizon Architects. Horizon Architects approaches you for advice on TM Developments’ possible liability for the work done. Required: Advise Horizon Architects. (10 marks)

问答题(b) wrongful trading under s.214 of the Insolvency Act 1986. (5 marks)

问答题Geo, Ho and Io formed a partnership three years ago to run a business. They each provided capital to establish the business as follows: Geo $20,000; Ho $12,000; and Io $8,000. The partnership agreement stated that all profits and losses were to be divided in proportion to the capital contribution. After 18 months Geo provided the partnership with a loan of $3,000 in order to finance the purchase of more inventory. The loan was to be paid back from the profits of the business. Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth $20,000. Its external debts were $7,000 and none of the debt to Geo has ever been paid. Required: Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)

问答题(b) Explain the procedure to be followed in order to place the pledge into effect, and to regulate the pledge once in effect. (5 marks)

问答题With reference to the law on agency, describe the circumstances under which an agent may delegate his authority. (10 marks)

问答题(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law. (8 marks)

问答题(b) Explain what is a share. (4 marks)

问答题In relation to the Hong Kong legal system, explain the common law rules adopted by the courts in the interpretation of statutory law. (10 marks)

问答题Kagiso is chairman of the board of directors of Kwacha Supermarket, a limited liability company running a chain of stores in Botswana. Kagiso holds 60% of the shares in Kwacha Supermarket. Kwacha Supermarket entered into a contract with Tlhapi (Pty) Limited for the supply of frozen fish. At the time of conclusion of the contract, Kagiso was managing director of Tlhapi (Pty) Limited. Kwacha Supermarket paid for the supply of the frozen fish. The other directors of Kwacha Supermarket later discovered Kagiso’s involvement in the transaction, and now wish to rescind the contract with Tlhapi (Pty) Limited. Required: Advise Tlhapi (Pty) Limited if the contract is enforceable against Kwacha Supermarket, discussing the provisions of the Companies Act, 2003 dealing with directors’ interests in a transaction to which the company is a party. (10 marks)

问答题Goal Ltd is a property development company. Before its incorporation 12 months ago, its business was carried out by Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business by asking three of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope took the role and title of chief executive and the other directors left the day-to-day running of the business to him and were happy simply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltd’s behalf, with Ima, to produce plans for the redevelopment of a particular site that it hoped to acquire. However, Goal Ltd did not acquire the site and due to its current precarious financial position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into the contract with her. Required: Analyse the situation with regard to the authority of Hope to make contracts on behalf of Goal Ltd, and in particular advise the board of directors if the company is liable on the contract with Ima. (10 marks)

问答题(b) the legal basis upon which she can have the company wound up. (5 marks)

问答题Last week, Beauty offered to buy Allan’s computer at $3,000 for the purpose of writing a thesis. However, Beauty subsequently agreed to increase the purchase price to $5,000 after Allan told her that the computer could also be used for playing movies, and this became one of the contractual terms between the parties in the contract of sale. Beauty paid $5,000 to Allan, received the computer from Allan and completed the thesis by making use of the computer. However, she could not play movies with the computer. Required: In relation to contract law, advise Beauty as to her rights under the contract. (10 marks)

问答题(c) the procedure involved in the voluntary winding up of a company. (4 marks)

问答题In relation to the South African legal system, discuss the rules and presumptions used by the courts in interpreting legislation. (10 marks)

问答题(b) conduct by unanimous assent. (5 marks)

问答题(b) Legislation. (4 marks)

问答题Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The first one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that Dan was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing €50,000 to both Greg and Hugh. Unfortunately the business assets will only cover the first €50,000 of the debt. Required: Explain the potential liabilities of Clare, Dan, and Eve for the partnership debts. (10 marks)

问答题(b) issuing shares in a company at a discount. (4 marks)

问答题(b) Explain the consequences of failing to convene a general meeting of shareholders when obliged to do so by the Law on Enterprises. (3 marks)