问答题In relation to the law of contract, explain the general meaning and effect of breach of contract, paying particular attention to repudiation as a form of breach of contract. (10 marks)

问答题(b) Identify the factors that limit the content of a proposed new law. (4 marks)

问答题Aaron, Bill and Carol were partners in a partnership named Aaron, Bill, Carol & Co. Carol retired from the partnership in May this year. One month after Carol’s retirement, under the name of the partnership and without informing or consulting Carol, Bill and Aaron entered into a loan agreement (‘the Loan Agreement’) with a bank (‘the Bank’), which was the first time the partnership had done business with the Bank. Pursuant to the Loan Agreement, the Bank lent to the partnership the sum of HKG $3 million (‘the Loan’). The partnership has been unable to repay the Loan, and the Bank has decided to commence legal action against Carol for the repayment. Required: In relationship to partnership law: Advise Carol as to whether she would be liable for the repayment of the Loan. Note: You may assume that the partners had authority to enter into the Loan Agreement. (10 marks)

问答题In relation to Lesotho’s legal system, explain the advantages and disadvantages of delegated legislation. (10 marks)

问答题(b) Explain whether termination of employment at Xejn Limited constitutes collective redundancy. (6 marks)

问答题Tariq, Jamal and Ali are the only three shareholders of Magic Carpets (Private) Limited (‘MCPL’). They were elected as the directors of MCPL at the annual general meeting held in October 2008. Tariq resigned as director in November 2009. At a recent meeting of the board of directors, Jamal proposed that Qasim should be appointed as a director in place of Tariq for a period of six months. Ali opposed this proposal stating that he thinks that under the law they cannot appoint a replacement director. Required: With reference to the Companies Ordinance, 1984, advise the board of directors on whether Qasim may be appointed as a replacement director of MCPL. (10 marks)

问答题With reference to the Companies Act 1965, explain how the common law position relating to the ultra vires doctrine has been modifi ed in Malaysia. (10 marks)

问答题Molefi is one of the three directors of Modern Cars Ltd, a specialist car manufacturer. The company’s articles are in the form of Table A of the Companies Act, 1967. All the directors own 100 shares each in the company. The paid-up capital of the company is R100,000 divided into 100,000 shares of R1 each. Modern Cars Ltd are offered a profi table opportunity by Suzuki to build a car that would use solar batteries instead of petrol. Molefi recommends to the board that the company should accept the challenge. Molefi knows that as an expert in tapping solar power, this project could enhance his reputation world-wide. Modern Cars Ltd inform Suzuki that they would build the car, but that it would take a minimum of three years. Molefi is overruled by other directors that the car could be built in less than three years. Suzuki is not willing to wait that long. Suzuki then approaches Molefi personally and invites him to build the car. Molefi accepts the contract, builds the car in 18 months and reaps a large profi t from the contract. The board of Modern Cars Ltd decide to take legal action against Molefi . At the annual general meeting, Molefi resigns after explaining how he was overruled by his other directors. Molefi then pleads with the shareholders not to authorise any legal action against him. The shareholders by a large majority resolve: ‘Modern Cars Ltd shall take no legal action against Molefi arising out of any events connected directly or indirectly to the solar battery car contract with Suzuki.’ Required: Advise the directors of Modern Cars Ltd if they could authorise legal action against Molefi . (10 marks)

问答题(b) Explain the advantages and disadvantages of the proposed corporate form in comparison to other incorporated entities. (4 marks)

问答题Rose, Daisy and Petunia are the directors of Bloomwell Sdn Bhd, a company which specialises in the cultivation and sale of plants and flowers. They are also equal shareholders in the company. Two months ago, a quarrel broke out between Petunia and the other directors and since then, Petunia has refused to co-operate with Rose and Daisy on most company matters. Rose and Daisy, in an effort to dilute Petunia’s voting power and prevent her from vetoing special resolutions intend to take the following courses of action: (i) Issue a substantial amount of new shares to Tulip, a close friend of Rose and Daisy; and (ii) Make the company provide a fixed charge on its land as security to Bank Senang Pinjam, which is prepared to give a loan to Tulip to finance the subscription of the shares. Required: Advise Petunia whether there are any grounds on which the validity of the proposed courses of action may be challenged. (10 marks)

问答题John Brown is the managing director of Dryland Products Limited, a company duly registered and operating in terms of the laws of Zimbabwe. The company operates a fruit and vegetable canning factory in Harare. Its products are sold both on the domestic and export markets. There is a lot of competition for business from suppliers of raw materials to the factory. One such supplier, a horticultural farmer Mr Murimi, developed a deep friendship with John Brown and often gives him expensive gifts. He recently donated a mini-van for use at a kindergarten operated by Mrs Brown, the managing director’s wife. It now transpires that the farmer, Mr Murimi’s products are generally more expensive than what other farmers in the same business can provide. This has fi nancially prejudiced the company. Required: In relation to company law, discuss the remedies available to the company against its managing director in light of the facts. (10 marks)

问答题(b) volenti non fit injuria. (5 marks)

问答题(b) State and explain the potential consequences to the individual or entity that is in breach of a contract. (5 marks)

问答题(b) the employee. (3 marks)

问答题Ab Co is a designer and manufacturer of highly specialist pressure transmitting systems. It required pressure sensors of a more than usual sensitivity for a particular contract. In search of the necessary components it approached Ba Co, a manufacturer of such equipment. In order to convince Ab Co of the suitability of their product Ba Co arranged for a technological evaluation of their sensors and were delighted when they more than matched the standard and announced the fact in their trade association journal. Ab Co was also delighted at the results of the tests and ordered the sensors from Ba Co. When Cy read the journal he was also sure that the sensors would be sensitive enough to function on a specialist project he was working on, so he also ordered a batch of the sensors from Ba Co. Unfortunately when Ab Co incorporated the sensors into its pressure transmitting systems they proved to be not as sensitive as it had been led to believe and caused the failure of the whole system. In fact the sensors were no more sensitive than normal sensors, available at a much lower price. Cy’s specialist project also failed because of the lack of sensitivity of the component sensors and he lost a valuable contract as a result. Required: Assuming that the UN Convention on Contracts for the International Sale of Goods applies, advise AB Co and Cy as to any rights and recourse they may have against Ba Co. (10 marks)

问答题(b) Explain the following exceptions to the nemo dat rule: (i) Estoppel; (3 marks) (ii) Market Overt. (4 marks)

问答题(b) Explain whether contracts have been concluded with Nikolai, Peter and Svetlana. (6 marks)

问答题In relation to the Pakistan legal system, discuss the concept of ‘fundamental rights’ as enshrined in the Constitution of Pakistan, 1973. (10 marks)

问答题Explain the process of arbitration as set out in the UNCITRAL Model Law on International Commercial Arbitration, and assess its relative advantages and disadvantages as an alternative to court proceedings.(10 marks)

问答题(b) his rights in respect of the said contract, assuming it is ultra vires. (5 marks)