问答题(b) Explain who, and on what grounds, may take action on the basis of Article 214 of the Companies Act, 1995 to place ABC Limited into liquidation. (6 marks)

问答题Hull Ltd is a private company limited by shares, which was incorporated in February 2007. The purpose of Hull Ltd, as defined in its memorandum of association, is to provide tax consulting services. Kate, Lui and Moss are the only shareholders of Hull Ltd with Kate holding 50%, Lui holding 30% and Moss holding 20% of the issued share capital of Hull Ltd. After Moss’ death in November 2007, Moss’ shareholding devolved to his daughter, Mia. By March 2008, Hull Ltd has not commenced its business, and Mia suggests to Kate and Lui that Hull Ltd be wound up voluntarily or become a restaurant business. Kate agrees with either suggestion, but Lui disagrees with both. Required: Advise Mia. (10 marks)

问答题(b) Describe the consequences that arise when a party is deemed to bear a non-contractual obligation to another party, and any factors that may limit these consequences. (6 marks)

问答题Andrew, Ben and Cynthia are partners who own a bakery. Andrew’s contribution to the partnership is his labour and his skills to decorate wedding cakes. Ben contributed a sum of money, whilst Cynthia works full-time in the bakery as a manager. The partnership made a small profi t last year but the partners are unable to agree on how to distribute it. Required: Advise the partners on the validity of the agreement and the distribution of profi ts. (10 marks)

问答题(c) state whether the repair shop should be liable for the damaged car if the fire was caused by the defect of the air conditioner. (2 marks)

问答题(b) Explain whether it is possible for Jake to claim invalidity of contract and on what grounds. (6 marks)

问答题(b) Advise Michael as to his position. (2 marks)

问答题In the context of corporate governance, explain the rules relating to the appointment, duties and powers of a company secretary in a public limited company. (10 marks)

问答题In relation to the law of tort, discuss the following statement: ‘The victim of a tortious act can only claim for the type of damages which are reasonably foreseeable by a reasonable man.’ (10 marks)

问答题(c) Explain the consequences of accepting an offer with modifications to some of its terms. (3 marks)

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

问答题Androulla took a dress to be cleaned at Marios’ Dry Cleaners. Before accepting the dress, Marios asked Androulla to sign a contract, which contained a disclaimer for all damage of any kind. Androulla signed the contract without reading its terms. When Androulla picked up her dress a week later, she discovered that the dress was stained. Required: Advise Androulla. (10 marks)

问答题In relation to employment law, describe the general rights and obligations of an employee and an employer under the Labour Code. (10 marks)

问答题Brian is Paul’s father. In January this year, Paul orally agreed with Brian to decorate Brian’s apartment at cost. Subsequently, they signed a written agreement, which reflected all the terms that they had agreed. In April, Paul completed the decoration. However, Brian has refused to pay to Paul the cost. Required: In relation to contract law, advise Paul as to whether he can commence legal action against Brian to recover the cost. (10 marks)

问答题In relation to close companies law, explain the fiduciary duties and duties of care and skill owed by the members to their company. (10 marks)

问答题(c) implied terms. (4 marks)

问答题Explain the fi duciary duties owed by directors to their companies. (10 marks)

问答题Vavaki Vahombe (Pvt) Ltd is a building and construction company operating from a number of sites in Harare. At one such site in the suburb of Hatcliffe there is a signposted warning in bold letters at the front gate of a very dilapidated two storey house where extensive renovations are taking place. The warning reads ‘This building site is private property, no unauthorised persons will be allowed entry, liability will not be accepted by the builders or owners for any injuries sustained by trespassers …’ One wet afternoon, Aimless Murombo decided to seek shelter from the gushing winds and rain in one of the rooms on the ground floor of the building after having sneaked in unnoticed. Due to the poor state of the building some bricks fell on him and he sustained severe injuries all over the body. He comes to you for advice as to whether or not the builders are liable for the personal injuries he sustained. Required: Advise Aimless Murombo on the issue of the liability of Vavaki Vahombe (Pvt) Ltd for his personal injuries. (10 marks)

问答题(b) Explain the procedure for the registration of a private company. (5 marks)

问答题(b) the duty to mitigate losses. (3 marks)