问答题Cathy and Dube are estate agents, who decide to conduct business jointly. They came to the following oral agreement: (a) Cathy will provide R10,000 that is needed to carry on the business. Half of this amount will be refunded to Cathy, together with interest, after a period of two years. (b) Dube will be responsible for all the administrative work, and he will not have the authority to enter into any contract without Cathy’s consent. (c) Cathy will be entitled to the first R25,000 of the annual profit, and all profits thereafter will be divided equally between Cathy and Dube. Required: Advise Cathy and Dube whether the agreement constitutes a partnership. (10 marks)

问答题Salomon & Co (Lesotho) Ltd is a small company consisting of Salomon, his sons and his brother. Salomon is the managing director and a principal shareholder. Their sole business is to manufacture shoes and boots. Their principal customer takes about 60% of their sales. Due to economic recession, their principal customer decided to switch their order to a cheaper supplier. As a result, Salomon & Co (Lesotho) Ltd are now teetering on the brink of insolvency. The creditors are threatening to put the company into liquidation. Required: Advise Salomon. (10 marks)

问答题In relation to partnership law, explain the essentials of a partnership. (10 marks)

问答题ABC Ltd is a company running a computer retailing business. Recently, a bank has offered to advance to the company a sum of money by way of a charge. The charge demands the company to use all the computer stock of the company as security for repayment. The charge document also provides that the charge will be crystallised if the total liabilities of the company should exceed HK$5 million. Required: In relation to the loan capital of a company: Advise the company as to the nature of the charge and the consequence if the liabilities of the company should exceed HK$5 million. (10 marks)

问答题Explain the composition and role of an ‘audit committee’ as provided under the Code of Corporate Governance. (10 marks)

问答题Under civil law, explain the rights of the parties to a contract of mandate. (10 marks)

问答题(b) state any one of the rules regarding the validity of a contract provided for in the judicial interpretations on the Contract Law by the Supreme People’s Court. (4 marks)

问答题(b) administration. (6 marks)

问答题(b) Explain the different roles of the following parties: (i) the drawer; (ii) the drawee; (iii) the payee. (6 marks)

问答题In relation to company law, discuss the duties of an auditor. (10 marks)

问答题(c) an extraordinary general meeting. (4 marks)

问答题Axel, a German furniture manufacturer, ordered 2,000 metres (m) of a particularly high quality coloured cloth from Beni, an Italian cloth manufacturer. 1,000 m of the cloth was to be red and the other 1,000 m green. When the cloth was delivered Axel found that the green cloth had been replaced by blue cloth. In spite of the change in the colour Axel used all the cloth without informing Beni and managed to sell all the furniture covered with it at its usual price. However he refused to pay Beni the full contractual price for the blue cloth as it was not what he had ordered. Required: Assuming that the UN Convention on Contracts for the International Sale of Goods applies, explain the rights and liabilities of the parties involved. (10 marks)

问答题(b) Describe the effect of the adoption of the European Convention on Human Rights and Fundamental Freedoms on Maltese law. (7 marks)

问答题(b) Discuss the possible grounds for justification of a ‘wrongful’ act. (5 marks)

问答题(b) what is a limited partnership. (6 marks)

问答题(b) Explain the legal requirements for the appointment of the external auditor and the internal audit commission. (5 marks)

问答题In relation to the law of contract, discuss the remedies available that are directed at fulfillment of the contract in the event of an impending breach or breach of the contract. (10 marks)

问答题Mike is a director of ABC Limited, but he also has his own business and is a wholesale supplier of precious metals under the name of PM Limited. Six months ago a contract was entered into between ABC Limited and PM Limited for the purchase of goods amounting to €1 million from PM Limited. Mike was present at the board meeting that approved the contract and voted in favour of it, without revealing any link with PM Limited. Required: Analyse the facts, explaining any potential liability that Mike may have in relation to the sale of the precious metals to ABC Limited by PM Limited. (10 marks)

问答题Gilt Ltd is a small company with an issued share capital of 100,000 €1 shares held by 100 members. Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of €50,000 for ensuring that the takeover is successful. At the next board meeting Harry convinces the other directors that the takeover bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover. In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover. After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour. May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors. Required: Advise May as to the legality of the share allotment and as to what action can be taken against Harry. (10 marks)

问答题(b) Describe the following torts: (i) tort of negligence; and (4 marks) (ii) tort of defamation. (3 marks)