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University Degree: Commercial Law

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  1. Incorporation. Upon incorporation a company comes into existence and thereby assumes legal personality having rights and obligations as it were like a natural person. The common law position is that once stipulated registration requirements have been met

    Claims are therefore , legally confined to available assets of the company. Personal assets of members are not part of the company assets. If it were not a rule, investors would risk less in business for fear of losing personal assets should the business collapse. Having limited liability 'cheaply' and 'easily' available is to remove unnecessary legal bars which can be an inhibition to progress of economic activity. Incorporation process should be straight forward, and cheap, and importantly once the company is incorporated the rule follows without question.

    • Word count: 1686
  2. Retention of Title. The term retention of title has become significantly vital in a commercial perspective due to the important ruling made in a case of Romalpa [1976]

    This can be done by notifying the buyer of the clause either by including it in a contractual document signed by the insolvent or by showing that both parties understood the seller's terms of business. One way to find out is to look at the statements made in the scenario 'The gravel he supplies is generally mixed...' and 'owns a business supplying gravel to other businesses.' It appears to be clear from the word 'supply' that there is a contract and therefore, the incorporation could be presumed.

    • Word count: 1786
  3. Commercial Law Case. Jack needs to be advised regarding the two issues he has with the Solent Builders and Ron. The first issue is that, Jack discovered that Solent Builders in liquidation and have not paid for the bags of cement. The second issue is that

    until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled.1 The legal right that can bind in the first issue is that, sale by a buyer in possession under section 25 of Sale of Goods Act 1979 (SGA)"Where a person having bought or agreed to buy goods obtains, with the consent of the seller, possession of the goods ... the delivery or transfer by that person ... of the goods ...

    • Word count: 1640
  4. Copyright Infringement (current events)

    It is worth noting that the judge instructed the jury that "making available" was enough to constitute an infringement. On October 4th, 2007, after 5 minutes of deliberation, the jury returned a verdict finding Thomas liable of willful infringement, and awarded damages in the amount of $222,000, a total of $9,250 per song. Once the guilty verdict was handed down, Thomas' lawyer then ordered a retrial on the basis that recent case law cast doubt on the theory of "making available" as infringement. After Thomas' original lawyer stepped down in May, 2009 while preparing for the retrial, Thomas accepted Joe Sibley's offer to defend her.

    • Word count: 1074
  5. The need for a truly harmonised commercial law

    Nature of Harmonisation 2.1. Definition It is may be difficult to define the term 'harmonisation'. In essence, the root of the word 'Harmonisation' is 'harmonise' which according to Cambridge Advanced Learner's Dictionary means "to be suitable together, or to make different people, plans, situations, etc. suitable for each other". In legal terms the harmonisation of commercial law can be defined as an international process aim at achieving uniformity in law which in turn reduce the conflict of law in international trade.

    • Word count: 1010
  6. commercial practice coursework

    Section 16 is involving unascertained goods and with not apply. Section 17 is involved with intention of the parties as to when property will pass. In specific goods, property usually passes at the time the contract is made, unless there is any contrary intention. As already mentioned the goods are also classed as future goods, therefore property will not pass until they are acquired by Strapit. Under Section 17(1) it states that, "where there is a contract for the sale of specific or ascertained goods the property in them is transferred to the buyer at such time as the parties to the contract intend it to be transferred."

    • Word count: 1881
  7. Allcom Ltd has the following provisions in its articles: Paragraph X: The company secretary may not make any contract on behalf of the company for an amount exceeding 10,000. Paragraph Y: The Companys borrowings shall n

    In this essay I shall advise Allcom as to whether contracts made on its behalf are legal binding. The main source for the recommendations I make will be from the Companies Act 2006 (referred to as the Act). Allcom Ltd, is a limited liability company, the definition of a company is "a legal entity distinct from its members."1 It members or shareholders choose the directors of the company according to their abilities to run the business. They pass on a great deal of power and responsibility to them this is clear from the Companies Act2 the such as duty to act within powers, to promote the success of the company, to exercise independent judgement3 etc.

    • Word count: 1609
  8. Argue for or against the proposition that, in the context of wealthy and powerful transnational corporations, it is inappropriate to assume that each company in a group is a separate legal person.

    though the land from which the business was operated was owned by a subsidiary and the business was operated by the parent company. Fraud/ fa´┐Żade A company's separate legal personality will be ignored where the company has been used to avoid liability or to gain an illegitimate benefit.6 Woolfson v Strathclyde Regional Council7- disapproved DHN. This case was similar to DHN but it disapproved the decision made. The Salomon rule was applied and it was held that there is no general principle for the courts to lift the veil.

    • Word count: 1630
  9. law and Morality relationship.

    Some times it hard to find to 1Phil Haris, An Introduction to law,5th edition, butterworths,1997.p27 2 Slapper & Kelly,The English Legal System,7th edn 2004 identify law and how does it relate to morality. In an most extreme form the terms such as right, duty, and obligation, do not mean the same thing in law and morals A law making body who prescribes duties or confers rights does not even purport to prescribe morally binding duties or to confer defensible rights.

    • Word count: 1702
  10. Entity Selection Exercise: GXB Printing

    This would be the proposed delivery service, and the decision to stay ahead with updated technology. This will allow a low turn around time on jobs for their customers. With the idea of expansion the owners have a few legal matters to consider; first they must be aware of the zoning restrictions in their desired locations. The owners should make sure the area is properly zoned for their business. Zoning is known to change over time and this is not an issue that should be assumed. Second, the opening of other shops will require them to set up financing for their business.

    • Word count: 1066
  11. Company Law Essay. S.741 (1) defines a director as including any person occupying the position of director by whatever name

    The question to ask is if an intelligent man and honest person in the director's position would have reasonably believed that it was for the benefit of the company. Directors have to exercise their powers for the benefit of the company as well as for the purpose for which the power was given. In the case of Piercy v S.Mills & Co. Ltdiv, the directors of a small company issue shares in order to stop a take over by Mr Piercy.

    • Word count: 1544
  12. Prepare a report for Bernie and the other shareholders on the issues arising from the proposed diversification into gliding and their chances of preventing Sid and Kenny from pursuing their plans

    Majority rule and the existence of the company's separate legal personality produce an important consequence. In Foss v Harbottle2, the directors were alleged to have misapplied company property. Two shareholders wished to bring an action to make them account to the company. But they could not: the company, as the victim of alleged misconduct, was the proper person to decide whether to sue. Despite the rule in Foss there are exceptions and the majority cannot always go unchecked by the courts.

    • Word count: 1655
  13. The doctrine laid down in Salomon v Salomon & Co Ltd has be watched very carefully … The courts can and often do draw aside the veil … The legislature has shown the way with group accounts and the rest. And the courts should follow suit.

    The company went into insolvent liquidation within a year, with no assets to pay off the unsecured creditors. The issue for the courts was whether S was liable for the company's unpaid debts. The House of Lords, reversing the Court of Appeal, held that the company had been properly form and was a legal person in its own right, notwithstanding the dominant position of S within the company. The company was not S's agent and, consequently, S's liability was to determined solely be reference to the Companies Act 1862.

    • Word count: 1960
  14. In the eyes of the law, once registered, a company has its own legal identity separate from its members. Case study

    (Keenan & Bisacre 1996 p3). This firmly establishes an incorporated company as a separate legal identity from its shareholders. The recognition of separate personality led to a number of consequences as shown below: Company Property * As a separate entity a company can own property and assets. The property does not belong to shareholders. In Macaura v Northern Assurance Co Ltd [1925] A.C. 619, it was established that a shareholder does not have insurable interest in a company's property. Macaura should not have effected an insurance policy on the timber in his own name, but in the name of the company as a separate entity.

    • Word count: 1814
  15. Salomon v. A Salomon & Co. Ltd [1897] AC 22 is the most important decision ever made by the English courts in Relation to company law.

    liability for the acts of the company or its employees: Rainham Chemical Works Ltd v Belvedere Fish Guano Co Ltd [1921] 2 AC 465, 488 per Lord Parmoor."(1) As to the case of Lee v Lee's Air Farming Ltd [1961] AC 12, the deceased had formed a company. He held all issued shares except one; he was appointed governing director for life and chief pilot for the company at a salary arranged by him. Article 33 stipulated a master & servant relationship between him and the company .He died in course of work.

    • Word count: 1003
  16. Deadlock Ltd is a small quasi-partnership formed by four people including Mr. Chubb, Mr. Bolton and two other people holding 25 shares each and they are all directors.

    However the articles here contain a 'weighted voting clause' in Mr. Bolton's favour. Although the ordinary resolution has passed, he can demanded a poll and his 25 shares has the right of 100 votes of opposition in a poll, which is more than other directors' 75 votes, which means the resolution is defeated. Such clauses were approved by the House of Lords in Bushell v Faith [1970] AC 1099 where the resolution was passed among the three of the directors, Mr.

    • Word count: 1308
  17. Legal Due Diligence Process.

    Conducting legal and financial due diligence before making an investment or starting a new business relationship may not be enough. Many companies now regularly retain specialists to supplement that process with "business" or "investigative" due diligence. (Economist Intelligence Unit) Investigative due diligence is meant to answer questions that official records and financial accounts cannot. For example what about the people managing the company? Do they engage in risky or illegal practices? The business of investigative due diligence is more mundane that might be imagined, an exercise in thoroughness and common sense.

    • Word count: 1238
  18. Analyse two Lucozade Advertisements, showing how the company's marketing strategies have changed.

    The advert then cuts to the mother looking happy and pouring him a glass of Lucozade and going up stairs to give it to him. After he has finished the glass he gets the drumsticks for his drum and taps the bottle of Lucozade. The Lucozade bottle is right in the middle of the screen and up close to the lens so most of the screen is taken up by the bottle. At the end, in the top right corner of the screen the slogan 'Lucozade aids recovery' comes up just after he has banged the bottle.

    • Word count: 1016
  19. The key to section 13 of the Sale of Goods Act 1979 is interpretation.

    Clearly, section 13[5] applies where the buyer had relied on the description of the goods. The Latin phrase de minimis lex non curat describes the general rule of the common law, which states that the law is not concerned with the trivial.[6] Section 13 of the Sale of Goods Act 1979 applies to contracts for the sale of goods of all kind and binds private and business sellers. In order to bring a claim for breach of the implied terms in the contract there must be sale of goods by description under section 13[7]. In the Taylor v Combined Buyers Ltd[8] the Court held that the description must be a term of the contract and not a representation.

    • Word count: 1440
  20. Business Law Assignment. Find the case of Archbolds (Freightage) Ltd. v S. Spanglett Ltd. Randall [1961] 1 QB 374 and answer the questions set out below

    (1 mark)[1] - The defendants stated that they are not liable to the plaintiff for few reasons: 1. There was no reason for the deduction that plaintiff knew or should know that the defendant?s van had only C license. 2. The defendants stated that they are not liable for damages because the contract was unlawful according to the Road and Rail Traffic Act. g) Did the court decide in favour of Archibolds (Freightage) Ltd? (1 mark) Yes, the court made decision in favor of Archbolds Ltd. 2. Find the Sale of Goods Act 1979 and answer the questions set out below.

    • Word count: 1568

Conclusion analysis

Good conclusions usually refer back to the question or title and address it directly - for example by using key words from the title.
How well do you think these conclusions address the title or question? Answering these questions should help you find out.

  1. Do they use key words from the title or question?
  2. Do they answer the question directly?
  3. Can you work out the question or title just by reading the conclusion?
  • Both the common law and statute make it too easy for buyers to reject goods. Critically discuss this statement.

    "Conclusion In most of countries, consumers have been protected by laws and the power of states. Although there is hardly agreement of the exact definition of 'consumer', efforts have been made by governments to establish variety of legal forms for buyers against the breach of suppliers and manufacturers. Along with the spread of globalization, 'consumerism' trend to give consumers more equality of power. However, in the phenomenon of 'free market', consumers may automatically be sovereign, because anyone, who does not respond consumer's needs, will be forced to leave the market. But as many people asserted 'free market' is not achievable in real life. By the reason that consumers are placed in a disadvantage position in markets, there is not doubt that their rights should be protected by laws and statutes. Although current law and regulations only obligate the safety of goods, the quality standard of goods tends to be bound in the future. The most common and effective way for buyers protect themselves is to reject the defected goods. Nevertheless, buyers have to claim in a 'reasonable time' even if there are entitled to reject the goods."

  • Section 205 of the companies Act 1963 provides a comprehensive remedy for aggrieved shareholders. Critically discuss the above proposition.

    "In conclusion, it cannot be denied that section 205 has been effective in redressing the inequality for parties dealing with companies, however only insofar as is in keeping with pre-existing case law and company law statutes. As a whole, it endeavours to redress all shareholder grievances that develop, however it is overly restricted and perhaps not as important a remedy as it could otherwise be.[43] __________________________________________________"

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