问答题Rashid is in the business of import and export of sugar. He has been buying sugar from Discount Suppliers Limited (‘DSL’) for many years. Last month, while Rashid was abroad, DSL offered to supply sugar at a 5% discount to the prevailing market price. Rashid told his manager, Ali, to place an order with DSL for the supply of 1,000 tonnes of sugar. On a friend’s suggestion, Ali also put in some of his own money and placed an order for 1,100 tonnes (1,000 tonnes for Rashid and 100 tonnes for Ali) with DSL at the discounted price. 1,000 tonnes of sugar has since been exported. The remaining 100 tonnes of sugar was sold by Ali in the local market at a profit. Rashid has returned and discovered what has happened. Ali is of the view that since he had invested his own money the profit is his to keep. Required: Under the Contract Act, 1872, advise Rashid whether he is entitled to the profit made on the local sale of 100 tonnes of sugar. (10 marks)

问答题In relation to employment law, explain what is meant by an ‘automatically unfair dismissal’. (10 marks)

问答题In 2000, Alfred and two friends formed a bicycle manufacturing company called Bikes (Pty) Ltd. The main objects were stated to be: (1) To manufacture and retail bicycles; (2) To borrow money. (3) To support retired employees and their dependants financially. At the end of the main objects clause, it was stated that all clauses are to be read independently of the others. Initially, the company did well but as competition grew, it faced increasing difficulties to sell its bikes. It was decided to modify the factory and use it to manufacture paints and pigments. Initially, the manufacturing was to be done by another company and the paints and pigments, supplied in big vats, were to be packed by Bikes (Pty) Ltd in smaller tins for sale in the retail market. Bikes (Pty) Ltd did not alter its memorandum of association. Alfred then entered into the following contracts on behalf of the company as a managing director: (a) The purchase of paints and pigments in vats from Bright Chemicals; (b) The purchase of machinery to manufacture paints and pigments from Best Manufacturers; (c) A loan of R50,000 from New Bank Ltd to finance the new venture. This loan was paid into Bikes (Pty) Ltd’s bank account which had a credit balance of R5,000; (d) A payment of R5,000 to Hope, the widow of the retired factory supervisor, who was in financial difficulties. Required: Discuss the validity of these contracts under company law. (10 marks)

问答题ZAO Grow is a rapidly developing company that manufactures and retails sports and leisure goods. In order to achieve ts performance targets for the next two years, ZAO Grow has to raise new capital. ladimir is the general director of ZAO Grow. He has approached Loan Bank for funding. The bank will only provide oan facilities if ZAO Grow is prepared to grant a legal mortgage over its head office building, or alternatively if ladimir’s wealthy father will give a personal guarantee to underpin the lending contract. Required:

问答题(b) explain what is meant by retrenchment. (5 marks)

问答题In terms of the provisions on commercial partnerships, explain and distinguish between the modes of dissolution of partnerships en nom collectif and of partnerships en commandite. (10 marks)

问答题The share capital of Mastermind Limited is equally subscribed to by Peter and Paul. Business has been on the decline and they have been advised to place the company into liquidation. Peter would like to do so and appoint Paul as liquidator. Paul is concerned about accepting this appointment. Required: Advise Paul if he can be appointed liquidator and the powers he would exercise as liquidator before the company is struck off. (10 marks)

问答题Lesotho Builders agreed to reconstruct a laundry and to complete the work within 10 weeks. The work took 12 weeks and the laundry is claiming damages for the loss of normal profits during the two additional weeks and also for the loss of a particularly valuable contract which it could not accept because its machines were out of action. Required: Advise Lesotho Builders as to their liability for breach of contract. (10 marks)

问答题(b) the importance of the contra proferentem rule in the interpretation of exclusion clauses. (6 marks)

问答题State and explain the remedies available for breach of contract. (10 marks)

问答题Explain the fiduciary duties of the directors of a company. (10 marks)

问答题(b) explain the rules governing the award of damages for breach of contract. (5 marks)

问答题(b) Explain the following: ‘The major difference between a voluntary winding-up and an involuntary winding-up lies in the extent of the involvement of creditors, contributories and the court.’ (6 marks)

问答题Khudu Ltd is a company that renovates dwelling houses. The board of directors of Khudu Ltd consists of fi ve members. Thato, one of the directors, takes care of the actual day-to-day running of the business. Thato then simply reports back to the board on the business he has transacted. Thato refers to himself as the managing director of Khudu Ltd, although he has never been offi cially appointed as such. Thato is assisted in the running of the business by Pinkie, Khudu Ltd’s company secretary. Six months ago Thato entered into a contract on Khudu Ltd’s behalf with Dudu to produce plans for the renovation of a house that it hoped to acquire. However, Khudu Ltd did not acquire the house and due to its current precarious financial position, the board of directors has refused to pay Dudu, claiming that Thato did not have the necessary authority to enter into the contract with him. The board is also refusing to complete a contract with Ayanda for the supply of a new cement mixer Pinkie had ordered on Khudu Ltd’s behalf. They have also learned that Pinkie has entered into a contract on Khudu Ltd’s behalf to have an extension built onto her own house. Required: Analyse the situation with regard to the authority of both Thato and Pinkie to enter into contracts on behalf of Khudu Ltd and in particular advise the board of directors if the company is liable for each of the contracts. (10 marks)

问答题Victor, Khumo and Sethunya are partners in a printing firm. The parties have agreed that the day-to-day business of the firm will be left to Sethunya but that she would not have authority to buy more than P10,000 worth of goods on credit. When a paper merchant, Kebonye, visits the firm, Sethunya tells him that she intends to sell some books and stationery ‘for her own account’. Kebonye is impressed by Sethunya and supplies P10,000 worth of paper and stationery to the firm on favourable credit terms. Payment is now due but the firm does not have sufficient funds to pay any of the money owed. Required: Advise all the parties concerned as to their rights and obligations. (10 marks)

问答题(b) fixed charges and floating charges. (5 marks)

问答题In relation to the Company Law of China, explain the major rights of a shareholder of a limited liability company. (10 marks)

问答题(b) Describe the consequences of a company failing to comply with the provisions of the Law on Enterprises when reducing its charter capital or distributing dividends. (3 marks)

问答题(c) ostensible/apparent authority. (4 marks)

问答题(b) Explain whether Chien can appoint Hien to the partnership to replace Thang. (4 marks)