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Table Of Contents

LEARNINGOUTCOMES
1.3Judicial precedent and the tort of negligence
1.3.5Damage caused by negligence
1.3.6Contributory negligence
1.4Negligence and professional advisers
Readings
Solutions to Revision Questions 1
Establishing Contractual Obligations
2.1Contractual obligations
2.1.1The essential elements of a valid simple contract
2.1.3Transactions where a deed is required
2.2Agreement
2.2.1Offer
2.2.2Acceptance
2.3Consideration
2.4Intention that the agreement should be legally binding
2.5Misrepresentation
2.6Summary
Solutions to Revision Questions 2
Performing the Contract
Incorporation of terms
3.1.1Express terms
3.1.2Implied terms
3.2The status of contractual terms
3.2.1The repercussions of a breach of contract
3.2.2Conditions
3.2.3Warranties
3.2.4How to determine the status of contractual terms
3.3Unfair contract terms
3.3.1Exemption clauses and the courts
3.3.2The Unfair Contract Terms Act 1977
3.3.3Other Acts which restrict unfair terms
3.3.4The Unfair Terms in Consumer Contracts Regulations 1994
3.4Performance of the contract and reasons for non-performance
3.4.1Performance
3.4.2Valid reasons for non-performance
3.5Summary
Solutions to Revision Questions 3
Contractual Breakdown
4.1Types of breach
4.2Remedies for breach of contract
4.2.1Discharge for breach
4.2.2Other non-monetary remedies
4.2.3Remedies in sale of goods contracts
4.3Summary
Solutions to Revision Questions 4
The Law of Employment
5.1The employment relationship
5.1.1Employees and contractors
5.2The terms of employment
5.2.1Wages
5.2.2Other duties of employers
5.2.3Statutory rights of employees
5.2.4Implied duties of employees
5.3Occupational safety
5.3.1Legislative controls
5.3.2Civil liability for occupational injuries
5.3.3Social security compensation
5.4Notice and dismissal
5.4.1Termination by notice
5.4.2Summary dismissal and wrongful dismissal
5.4.3Unfair dismissal
5.4.4Which remedy?
5.5Summary
Solutions to Revision Questions 5
Company Formation
6.1Introduction
6.1.1Individual traders/practitioners
6.1.3The limited liability partnerships Act 2000
6.2Corporations
6.2.1The concept of incorporation
6.2.2Some features of corporate personality
6.2.3Companies: different types
6.2.4‘Lifting the veil’ of incorporation
6.3Company registration
6.3.1Promoters
6.3.2Registration
6.3.3‘Off-the-shelf’ companies
6.3.4The company’s ‘constitution’
6.4Corporate capacity to contract
6.4.1Pre-incorporation contracts
6.4.3Changing the objects
6.5Advantages and disadvantages of companies limited by shares
6.5.1Advantages
6.5.2Disadvantages
6.5.3Other features of companies
6.6Summary
Solutions to Revision Questions 6
Corporate Administration
7.1Introduction
7.2Board meetings
7.3Meetings of members
7.3.1Types of meeting
7.3.2Resolutions
7.3.3Calling a meeting
7.3.4Conduct of meetings
7.3.5Minutes and registration
7.4Shareholders’ rights and duties
7.5Summary
8.1.1The nature of shares
8.1.2Terminology: meaning of ‘share capital’
8.1.3Types of share
8.2Issuing shares
8.2.1Authority to issue shares
8.2.2Finding buyers
8.2.3Factors to take into account when issuing shares
8.2.4Payment for and value of shares
8.2.5The issue of shares for an improper purpose
8.3Variation and maintenance of share capital
8.3.1Variation
8.3.2Maintenance of capital
8.3.3A company acquiring its own shares
8.3.4The reduction of capital – CA 1985, s.135
8.3.6A company holding its own shares
8.4Loan capital
8.4.1Whether to borrow
8.4.2Power to borrow
8.4.3Debentures
8.4.4Registration of charges
8.4.5Priority of charges
8.4.6Debentures and debenture stock
8.4.7Rights of debenture holders on default by the company
8.4.8Shares and debentures compared
8.5Summary
Solutions to Revision Questions 8
Corporate Management
9.1Directors
9.1.1General requirement
9.1.2Appointment
9.1.3Retirement
9.1.4Disqualification of directors
9.1.5Removal
9.1.6Registers and information concerning directors
9.2Powers and duties of directors
9.2.1Powers of directors
9.2.2Limits and controls over the powers of directors
9.2.3Duties of directors to the company
9.2.4Directors and employees
9.2.5Liability of directors to the company’s creditors
9.2.6Liability of directors to shareholders
9.2.7Division of powers between directors and shareholders
9.2.8Duty of the board to report to a general meeting
9.2.9Exemption clauses for directors
9.3Protection of minority shareholders
9.3.1Majority rule
9.3.2‘Derivative’ actions
9.3.3Wrongs to members personally
9.3.4Unfairly prejudicial conduct: Companies Act 1985, s.459
9.3.6Other statutory rights and remedies
9.4The company secretary
9.4.1Appointment
9.4.2Register of directors
9.4.3Qualifications
9.4.4Functions and status
9.4.5Removal
9.5Summary
Solutions to Revision Questions 9
Revision Questions
Solutions to Revision Questions
Mock Assessment 1
Mock Assessment 2
Table of Cases
Table of Statutes
Index
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C05_FBLW_2005

C05_FBLW_2005

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Published by: khurramsundrani on Nov 22, 2010
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