问答题(b) Explain what is a share. (4 marks)

问答题In relation to the Hong Kong legal system, explain the common law rules adopted by the courts in the interpretation of statutory law. (10 marks)

问答题Kagiso is chairman of the board of directors of Kwacha Supermarket, a limited liability company running a chain of stores in Botswana. Kagiso holds 60% of the shares in Kwacha Supermarket. Kwacha Supermarket entered into a contract with Tlhapi (Pty) Limited for the supply of frozen fish. At the time of conclusion of the contract, Kagiso was managing director of Tlhapi (Pty) Limited. Kwacha Supermarket paid for the supply of the frozen fish. The other directors of Kwacha Supermarket later discovered Kagiso’s involvement in the transaction, and now wish to rescind the contract with Tlhapi (Pty) Limited. Required: Advise Tlhapi (Pty) Limited if the contract is enforceable against Kwacha Supermarket, discussing the provisions of the Companies Act, 2003 dealing with directors’ interests in a transaction to which the company is a party. (10 marks)

问答题Goal Ltd is a property development company. Before its incorporation 12 months ago, its business was carried out by Hope, as a sole trader. On the formation of Goal Ltd, Hope expanded the business by asking three of his business contacts to supply additional capital in return for which they, together with Hope, became its directors. Although never formally appointed, Hope took the role and title of chief executive and the other directors left the day-to-day running of the business to him and were happy simply to receive feedback from him at board meetings. Six months ago Hope entered into a contract, on Goal Ltd’s behalf, with Ima, to produce plans for the redevelopment of a particular site that it hoped to acquire. However, Goal Ltd did not acquire the site and due to its current precarious financial position and their fear of potential losses, the board of directors has refused to pay Ima, claiming that Hope did not have the necessary authority to enter into the contract with her. Required: Analyse the situation with regard to the authority of Hope to make contracts on behalf of Goal Ltd, and in particular advise the board of directors if the company is liable on the contract with Ima. (10 marks)

问答题(b) the legal basis upon which she can have the company wound up. (5 marks)

问答题Last week, Beauty offered to buy Allan’s computer at $3,000 for the purpose of writing a thesis. However, Beauty subsequently agreed to increase the purchase price to $5,000 after Allan told her that the computer could also be used for playing movies, and this became one of the contractual terms between the parties in the contract of sale. Beauty paid $5,000 to Allan, received the computer from Allan and completed the thesis by making use of the computer. However, she could not play movies with the computer. Required: In relation to contract law, advise Beauty as to her rights under the contract. (10 marks)

问答题(c) the procedure involved in the voluntary winding up of a company. (4 marks)

问答题In relation to the South African legal system, discuss the rules and presumptions used by the courts in interpreting legislation. (10 marks)

问答题(b) conduct by unanimous assent. (5 marks)

问答题(b) Legislation. (4 marks)

问答题Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The first one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that Dan was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing €50,000 to both Greg and Hugh. Unfortunately the business assets will only cover the first €50,000 of the debt. Required: Explain the potential liabilities of Clare, Dan, and Eve for the partnership debts. (10 marks)

问答题(b) issuing shares in a company at a discount. (4 marks)

问答题(b) Explain the consequences of failing to convene a general meeting of shareholders when obliged to do so by the Law on Enterprises. (3 marks)

问答题(c) state the relationship between the exclusive jurisdiction and the territorial jurisdiction in dealing with civil or commercial cases. (4 marks)

问答题(b) explain the requirements for the appointment and removal of a ‘chief executive’. (7 marks)

问答题In January 2009, Amy started a business as an independent website designer. To give her a start in her career, her brother Ben, who ran a retail business, said he would give her ￡1,000 if she updated his business website. At the same time, her friend Che asked her to do work for his business, also for a set fee of ￡1,000. However, by the time Amy had completed the two projects her design business had become a huge success and she had lots of other business. When Ben and Che discovered how successful Amy’s business had become they both felt that they should not be asked to pay for the work they had commissioned. Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship. Required: Advise Amy as to whether she can insist on Ben and Che paying the full amounts of their initial promises. (10 marks)

问答题In relation to the law of contract, explain the meaning of anticipatory breach and the remedies available in such a situation. (10 marks)

问答题(c) state the general rules governing the effectiveness of the creation and assignment of rights in movables. (4 marks)

问答题(b) Explain the legal requirements that must be fulfilled if a company wishes to reduce its Charter capital. (6 marks)

问答题(c) On the issue of the use of the statutory common reserve fund – With a vote by the shareholders representing two thirds of the equity, the shareholders’ meeting decided to convert RMB 2·50 million yuan out of RMB 10 million yuan of the statutory common reserve fund to the registered capital. (3 marks)