问答题Whilst at work Andy always parked his car in a car park operated by Bash Ltd. On the entry to the car park just in front of the payment machine there is a large sign in fl uorescent red paint which states: ‘These premises are not staffed by our employees and may be dangerous. Clients use these facilities strictly at their own risk and Bash Ltd accept no liability whatsoever for any damage or injury sustained by either those using this facility or their vehicles or property, no matter how caused.’ Andy was aware of the sign, but had never paid much attention to it. However, one day he returned to his car to find that it had been badly damaged by a towing vehicle driven by an employee of Bash Ltd. Whilst on his way to the car park offi ce to complain he was hit by the same towing vehicle, which was clearly being driven dangerously by one of Bash Ltd’s employees. As a result, not only was his car severely damaged, but he suffered a broken leg and was off work for eight weeks. Bash Ltd has accepted that its employee was negligent on both counts but denies any liability, relying on the exclusion clause. Required: On the understanding that the clause excluding Bash Ltd’s liability was incorporated into its contract with Andy, advise Andy whether there is any action he can take against Bash Ltd. (10 marks)

问答题In the context of company law, explain the rules governing the distribution of dividends. (10 marks)

问答题In relation to the law of contract, discuss the rule of remoteness of damages in Hadley v Baxendale (1854). (10 marks)

问答题Ari operates a business as a designer of internet web pages for a variety of business clients. Unfortunately he has had some difficulty in recovering his full fees from a number of clients as follows: (a) Bi, a newly qualified accountant, told Ari that although she could only raise the cash to pay half of the outstanding fees she would, as an alternative to paying the other half, do all of Ari’s accountancy work for the coming year. Ari reluctantly agreed to this proposal. (b) Cas, a self-employed musician, told Ari that she could not pay any of the money she owed him. However, her father offered to pay Ari, but could only manage half of the total amount owed. Once again Ari reluctantly agreed to accept the father’s payment of the reduced sum. (c) Dex, a self-employed car mechanic, without contacting Ari, simply sent him a cheque for half of his fees stating that he, Dex, could not pay any more and that the cheque was in full settlement of his outstanding debt. Ari himself is now in financial difficulty and needs additional cash to maintain his business operation. Required: Advise Ari whether, in the context of contract law, he can recover any of the outstanding money from Bi, Cas and Dex. (10 marks)

问答题(b) State FOUR DISADVANTAGES of the floating charge as a security to a lender. (6 marks)

问答题(b) Identify the courts, below the level of the Inner House of the Court of Session and High Court of Justiciary sitting as a court of criminal appeal, that deal with civil law and criminal law. (3 marks)

问答题The directors of XYZ Limited have resolved that the company is in a critical financial situation and shall soon be unable to pay its debts. The company should be able to recover its financial stability within the short-term. Required: Advise the directors of XYZ Limited: (a) whether they may apply for corporate recovery in terms of the provisions of the Companies Act, 1995; and (5 marks) (b) the role of the special controller in such a procedure. (5 marks)

问答题(b) explain any FOUR duties of the audit committee, as recommended under the Code. (6 marks)

问答题The Malaysian Code on Corporate Governance recommended, among other things, the establishment of audit committees for public listed companies and these recommendations have been incorporated into the Bursa Malaysia Listing Requirements. Required: State the composition of the audit committee and any FIVE of its functions. (10 marks)

问答题(b) State TWO advantages of having a hierarchy of courts. (2 marks)

问答题(b) state whether proposed resolution (ii) on placing the shares as a pledge for a loan was in conformity with the law. (5 marks)

问答题On 1 June 2010, the court accepted jurisdiction over a petition to commence bankruptcy proceedings against JKL Company. Earlier in the year, JKL Company entered into the following transactions: On 1 February, it took out a loan of 800 million dong, secured on its warehouse and offi ces. On 1 May, the company redeemed a loan of 500 million dong that had been supported by a guarantee given by members of the board of management. On 25 May, it announced that 25 long-standing employees would be made redundant in order to reduce costs. All of these employees were entitled to severance payments but at the time of the liquidation the payments had not been made. On 28 May, BCD Company despatched goods ordered by JKL Company subject to 30 days credit. These goods were still in transit on 1 June. In the course of the liquidation proceedings, it was estimated that the actual value of the warehouse and offi ces was 100 million dong less than the value of the loan secured on these premises. Required: Examine the consequences of the liquidation of JKL Company for the parties involved in these transactions. (10 marks)

问答题(b) the defence of contributory negligence. (4 marks)

问答题Caroline is a member of Diamond Fitters CC. She has a 40% members’ interest in the close corporation. The remainder of the members’ interests is held in equal shares by Eddy and Frank. There is no association agreement in existence between her and the other members. The main asset of the close corporation is a jewellery shop in Johannesburg. Eddy and Frank want to sell the shop and apply for a mortgage loan for an even bigger jewellery warehouse in Cape Town. Caroline is not at all in favour of this. Required: Advise Caroline on her legal position. (10 marks)

问答题(c) Explain the alternative outcomes of the observation process. (4 marks)

问答题(c) state the statutory requirement for capital contributions by the sponsors of a joint stock limited company that is incorporated by means of sponsorship. (3 marks)

问答题In relation to the management and administration of companies limited by shares:

问答题Bob wishes to buy a sports car. Bob’s father, Andrew, promises to Bob that he will pay for any car Bob chooses up to the amount of EUR 20,000. Catherine, who is a car-dealer, reassures Bob that the second-hand Corvette which is on sale in her show room is only six years old. Bob agrees with Catherine to buy the Corvette for EUR 20,000 which Bob promises shall be paid to Catherine by Andrew. Bob takes the car but Andrew refuses to pay any amount to Catherine. Bob later discovers that his newly bought Corvette is in fact 10 years old. Required: Advise Andrew, Bob and Catherine as to their legal rights and obligations in the above scenario. (10 marks)

问答题(b) lawful and unlawful dismissal. (5 marks)

问答题In relation to employment law, explain the meaning of redundancy and the rules which govern it. (10 marks)