问答题Explain the distinction between a limited company and other forms of business organisation. (10 marks)

问答题Describe the structure and functions of the main civil courts in the Scottish legal system, including the Supreme Court. (10 marks)

问答题(c) state the special procedure that can be taken for the creditors’ meeting to approve a resolution involving the matters on the settlement agreement or the restructuring of an enterprise in the process of bankruptcy liquidation. (4 marks)

问答题In relation to employment law, discuss the common law duties of an employee under a contract of employment. (10 marks)

问答题(b) Explain how the role of the external auditor differs from the role of the internal audit commission. (4 marks)

问答题In relation to the law of obligations, explain the provisions set out in the Civil Code in respect of the proper discharge of obligations. (10 marks)

问答题In terms of contract law, explain and distinguish between contracts and quasi-contracts, torts and quasi-torts. (10 marks)

问答题(c) state the provisions concerning liquidated damages for breach of a labour contract by an employee that may be incorporated into a labour contract. (4 marks)

问答题Jack and Jill are the directors of J-J Sdn Bhd, a company which specialises in the manufacture and sale of perfumes and aromatic oils. The company is quite profi table and its products are in much demand. Recently, Snowyte, a member of the company, discovered the following: (a) Jack has set up a business in partnership with his brother, Tom. Their fi rm, J T Brothers, also deals in the manufacture and sale of perfumes and aromatic oils. Jack has been able to bring in substantial business to the fi rm. J-J Sdn Bhd has lost some of its business due to the competition from J T Brothers. (5 marks) (b) Last month, Jack and Jill bought a piece of land for J-J Sdn Bhd from Jenny, for RM 300,000. Snowyte complains that the members of the company were not notifi ed of the purchase. She has also learnt that Jenny is Jill’s sister-in-law. (5 marks) Snowyte wishes to know whether Jack and Jill have breached any of the provisions of the Companies Act 1965 in the above-mentioned situations and the consequences if such breach has in fact occurred. Required: Advise Snowyte. (Note: the mark allocation is shown against each situation) (10 marks)

问答题Mark agrees to purchase a frost-free freezer from a local retail outlet. He signs the purchase order and effects payment. However, when the freezer is delivered he soon discovers that the freezer is not frost-free. Required: Explain what action may be brought forward by Mark on the basis of invalidity of a contract. (10 marks)

问答题(c) Explain whether Di has any right of action against Ann. (2 marks)

问答题(d) Assessors. (2 marks)

问答题In relation to contract law, explain the circumstances under which a contract may be terminated, and state the consequences of the termination of the contract. (10 marks)

问答题In relation to employment law:

问答题Miskin Sdn Bhd (Miskin) is a company which specialises in the trading of electronic spare parts. Ali, Badri and Cindy are its directors. Although the company was prosperous in the past it has suffered serious losses over the past three years and is now insolvent. Six months ago, Ali and Badri, pursuant to a decision taken at a board meeting at which Cindy was not present, ordered, on credit, RM2 million worth of electronic spare parts from EZ Manufacturing Sdn Bhd (EZ). When Cindy later learned of this transaction, she questioned Ali and Badri as to how Miskin was going to pay for the goods when it was totally insolvent. They replied that they did not have any intention of paying EZ. Last week Miskin was put into insolvent liquidation and a liquidator was appointed. The liquidator seeks your legal advice on the following matters: (a) whether Ali and Badri have committed any specific criminal offence under the Companies Act 1965 in respect of ordering goods on credit from EZ; (3 marks) (b) whether Ali, Badri or any other person can be made personally liable for the debts and liabilities of Miskin; and (3 marks) (c) If Ali and Badri did not have the intention to defraud EZ but instead they ordered the goods on credit in the hope that the prospects of Miskin would soon improve, whether: (i) they have committed any criminal offence; and (ii) they, or any other person, can be made personally liable for the debts and liabilities of Miskin. (4 marks) Required: Advise the liquidator. Note: The mark allocation is shown against each matter. (10 marks)

问答题In relation to the law of employment, discuss the main duties of an employer. (10 marks)

问答题SP Ltd is a private company limited by shares, which has adopted Table A as its articles of association. The issued share capital of SP Ltd is divided into 1,000 ordinary shares of nominal value EUR1 each and 1,000 preference shares of nominal value EUR1 each. Both ordinary and preference shares carry one voting right each. Simos owns 300 ordinary shares and 150 preference shares. Panos owns 700 ordinary shares and 850 preference shares. Panos wishes to amend certain provisions of the articles of association of SP Ltd, including the rights attached to the preference shares, but Simos objects. Required: Advise Panos and Simos respectively as to their legal rights and obligations in relation to the proposed amendments by Panos. (10 marks)

问答题(b) Explain the practices that are expressly prohibited by the Law on Enterprises. (5 marks)

问答题In relation to the law of contract, explain the ways in which a contractual offer can come to an end. (10 marks)

问答题Katch Co is a small private limited company. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such. Six months ago Len entered into a contract on Katch Co’s behalf with Mo to produce some advertising material for the company. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him. Required: Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)