问答题(c) state the rule relating to the award of liquidated damages for delay in performing the contractual obligation. (2 marks)

问答题(c) how the company should proceed in order to ban smoking throughout its premises. (2 marks)

问答题(b) Explain the basic procedure for making such an addition to the memorandum of association. (3 marks)

问答题KNN Ltd is a private company limited by shares. Kevin is a director and shareholder of KNN Ltd, holding 25% of the issued share capital of KNN Ltd. Louis was appointed auditor of KNN Ltd by the board of directors prior to the first annual general meeting. Kevin proposes to remove Louis from office and appoint his wife, Mary, as auditor of KNN Ltd. Required: Advise Kevin as to whether, and how, he can implement his two proposals. (10 marks)

问答题(b) Describe the different legal consequences that flow from a contract of service and a contract for services. (8 marks)

问答题In relation to company law, discuss the directors’ duty of care and skill. (10 marks)

问答题(b) state the grounds upon which a contract of employment may be terminated for a good and sufficient cause. (6 marks)

问答题Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)

问答题(b) the duty to mitigate losses. (4 marks)

问答题In the context of corporate governance, explain the role of the company auditors, paying particular regard to their powers and their duties. (10 marks)

问答题Describe how senior management and the statutory internal bodies of a company limited by shares promote ffective corporate governance. 10 marks)

问答题Lebogang owns a shoe retail store in Gaborone. She regularly receives consignments of shoes from Takutaku Wholesalers. In the last six months of 2010, Lebogang had been in negotiations with Takutaku about the price of the shoes supplied to her. Takutaku wished to increase prices by 10% to account for increased costs of materials. Lebogang had been negotiating for only a 5% increment. In February 2011, Takutaku sent a letter to Lebogang stating as follows: ‘We have considered your position. We are prepared to offer you the usual shoe consignment at a compromise increment of 7·5% unless we hear otherwise.’ In March 2011, Takutaku sent a consignment of shoes to Lebogang. The unit price on each pair of shoes supplied had been increased by 7·5%. Lebogang did not reply to Takutaku. In September 2011, Takutaku sent Lebogang a letter of demand claiming payment for the March 2011 consignment. Lebogang then responded as follows: ‘You will be well aware that negotiations between us were inconclusive. Whilst your company advocated a 10% increment, I had maintained that a 5% increase was the maximum that I was prepared to accept. I am not liable to you on the new price.’ Takutaku disagrees with the position that Lebogang has taken and wishes to sue Lebogang for the amount due on the consignment of shoes delivered in March 2011. Required: Advise Takutaku. (10 marks)

问答题Tsodilo Mines Ltd is a company which mines nickel. Themba and Tumi are two of the directors. The board of directors is offered land adjoining one of its present quarries in Mahalapye with a view to working it, but they decide that the company is in such a bad fi nancial state that it cannot afford the land. Themba and Tumi, while remaining directors of Tsodilo Mines Ltd, subsequently form another company, Kagiso Investments (Pty) Ltd, which purchases the land for P700 000·00. It is later discovered that the land is very rich in platinum. Tsodilo Mines Ltd’s fortunes are suddenly reversed and it purchases the land from Kagiso Investments (Pty) Ltd for P2 000 000·00. Themba and Tumi do not reveal their interest in the matter. After Tsodilo Mines Ltd has been working the new mine for six months, the other directors discover what has taken place. Required: Advise the directors of Tsodilo Mines Ltd as to the legal position. (10 marks)

问答题(b) explain the consequences of termination of a partnership. (5 marks)

问答题In April 2011, Arif was appointed as the chief executive of Nice Sugar Mills Limited (‘NSML’), a public unlisted company, by the board of directors of NSML (‘Board’). Clause 3 of his contract with NSML (‘Contract’) provides as follows: ‘The appointment shall be for a fixed term of three years starting from April 2011 and shall not be terminated before expiry of the aforementioned three years’. In October 2011, some members of the Board discovered evidence that Arif had been withdrawing large sums of money from NSML’s bank account and using it for financing his son’s new business. They want to seek Arif’s removal as the chief executive. The Board comprises twelve members, six of whom are currently out of Pakistan. The six directors present in Pakistan want to meet immediately to remove Arif. Some Board members are of the view that due to Clause 3 of the Contract, Arif cannot be removed before the expiry of his term. Required: Under the Companies Ordinance 1984, advise the Board on the possibility of, the procedure for, and the consequences of, Arif’s removal as the chief executive of NSML. (10 marks)

问答题Alex is the owner of a furniture shop. Two days ago, Betty went to the shop and asked for the selling price of a piece of furniture. Alex told Betty that there was a special offer under which the furniture was to be sold at a reduced price and that the offer would only last for two weeks. Betty told Alex that she needed time to think about the offer. The next day, Betty returned to the shop to buy the furniture. From a poster on the wall right outside the shop, she discovered that the selling price for the furniture was the regular one. Required: In relation to contract law: Advise Betty as to whether she could buy the furniture at the special price. (10 marks)

问答题(b) Advise Liyanda as to whether it would make any difference to him if he invested in: (i) a private company; (ii) a public company; (iii) a public company listed on the stock exchange. (4 marks)

问答题(b) Explain whether the purported sale between Michael and Jason is deemed legally concluded. (5 marks)

问答题Explain, and illustrate with examples, FIVE grounds on which a court may order the dissolution of a partnership under the Partnership Act 1961. (10 marks)

问答题(b) Explain the period of notice for a members’ meeting to pass resolutions, and the content of such a notice. (5 marks)