CA PROFESSIONAL STAGE (Knowledge Level) (9 th Batch)

Business and Commercial Law [Course/Subject Plan]

1. SUBJECT DETAILS:

Full Subject Title : Business and Commercial Law

Course : CA Professional Stage-Knowledge Level
Semester effective from : December 2103 - February 2014
Examination Session from : May - June 2014
Institute : Institute of Chartered Accountants of Bangladesh (ICAB)
Level : Postgraduate
Attendance Mode : Internal
2. Program Management:
Md. Abdul Halim Sheikh Additional Director ICAB Academic Campus 69/I/1, East
Pantha Path, Green Road Dhaka-1205 Phone: 02-9660882 Email: sa.halim@yahoo.com
3. Course Teacher:
Dr. Md. Jakerul Abedin Adjunct Faculty Institute of Chartered Accountants of
Bangladesh (ICAB) 69/I/1, East Pantha Path, Green Road Dhaka-1205 Cell:
01711974707 Email: jakerul_abedin@yahoo.com 4. Students in this level/batch should
read this unit guide carefully at the start of course. It contains important information about
the subject. If anything in it is unclear, please consult the course teacher.
5. BRIEF SUBJECT DESCRIPTION AND LEARNING OUTCOMES:
This is a course on the laws, rules and regulations on Business and Commercial matters
that is important to know by the CA Professional knowledge level. To ensure that
students become familiar with the different aspects and provisions of business and
commercial laws which they may come across in the normal course of their professional
work.
1

On completion of this module, students will be able to

-
➢ demonstrate a detailed understanding of contract law, knowing how to recognise
formation,
discharge and remedies for breach of contract; ➢ define agency and apply basic laws of
agency to case scenarios given; ➢ recognise the existence of a contract of sale and
 demonstrate an understanding of the legal
and commercial aspects of sale contracts; ➢ recognise the existence of a partnership and
demonstrate and understanding of the legal and
commercial aspects of partnership; ➢ recognise a negotiable instrument and to explain the
legal position relating to such and
instrument, utilising the principles of contract law; ➢ demonstrate their knowledge of
the main provisions of the Bankruptcy Act, 1997; and ➢ demonstrate their knowledge
of the main provisions of the Arbitration Act, 2001.

6. SUBJECT CONTENT AND SCHEDULE:

Lecture Topics Topic 1 General Introduction,

Syllabus, Assessment Criteria etc., Topic 2 Contract and Agency: The
Contract Act, 1872 (Act No. IX of 1930) Topic 3 The Sale of Goods Act,
1930 (Act No. III of 1930) Topic 4 The Partnership Act, 1932 (Act No. IX
of 1932) Topic 5 The Negotiable Instruments Act, 1881 (Act No. XXVI of
1881) Topic 6 The Bankruptcy Act, 1997 (Act No. X of 1997) Topic 7 The
Arbitration Act, 2001 (Act No. I of 2001) Topic 8 Revision
t, 1932 (Act No. IX of
Lecture Number/
Week
Lecture Topic/Schedule Lecture 1: Topic 5
(date to be advised)
ruments Act, 1881 (Act No. XXVI of
Lecture 1: Topic 1
(date to be advised)
ntroduction/General discussion to Business & Commercial
Lecture 1: Topic 5
(date to be advised)
ruments Act, 1881 (Act No. XXVI of
Lecture 1: Topic 2
(date to be advised)
and Agency: The Contract Act, 1872 (Act No. IX of
Lecture 1: Topic 6
(date to be advised)
, 1997 (Act No. X of 1997)
Lecture 1: Topic 3
(date to be advised)
Lecture 1: Topic 7
of Goods Act, 1930 (Act No. III of
(date to be advised)
2001 (Act No. I of 2001)

Lecture 1: Topic 4
Lecture 1: Topic 7
(date to be advised)
 (date to be advised) Exam
ration Act, 2001 (Act No. I of 2001)

Lecture 1: Topic 8 2
(date to be advised)

7. Details Subject Content or

Syllabus:

(1) The Contract Act, 1872: Candidates should be able to demonstrate a detailed
understanding of contract law, knowing how to recognise formation, discharge and
remedies for breach of contact. They should also be able to define agency and apply basic
laws of agency to case scenarios given.

In the assessment, candidates may be required

to-

(a) define, apply and advise on- ➢

formation
✓ agreement ✓ consideration ✓
intention to create legal relations ➢
enforcement of contracts
✓ terms ✓ privity ➢
performance of contracts ➢
termination of contracts
✓ breach of contract ✓ discharge of
contract ✓ remedies for breach of
contract ➢ indemnity and guarantee ➢
bailment and pledge;

(b) different factors affecting the validity of contracts-

➢ void ➢
voidable ➢
illegal;

(c) define Agency;

 (d) outline the nature of agency and decade the methods by which agency can be
created (by consent, by deed, by ratification, by necessity, by estoppel, by partnership
under the Partnership Act, 1932)

(e) describe and apply the duties and rights of agents;

(f) define apply and advise on the authority of an agent has to enter into contracts on
behalf of a principal, including express, implied and apparent authority; and that given
to partners under the Partnership Act, 1932; and

(g) identify the legal position in a given straight forward scenario concerning agency,
applying the principles set out in learning outcomes (a) to (f)
above.

(2). The Sale of Goods Act, 1930: Candidates should be able to recognise the
existence of a contract of sale and demonstrate on understanding of the legal and
commercial aspects of sale contracts.

In the assessment, candidates may be required

to-

(a) recognise when a legally binding contract of sale exists between two parties and
how a contract may be enforced;

(b) identify the circumstances under which a contract of sale can be terminated and
possible remedies for breach of
contract;

(c) define, apply and advise on

➢ conditions and warranties ➢

passing of property and risk ➢ transfer
of title ➢ rules as to delivery ➢ duties
and rights of seller and buyer ➢ sale
 by auction;

(d) identify the legal position in a given scenario concerning sale of goods, applying
the principles set out in learning outcomes (a) to (c) above and the principles of
contract law.

(3). The Partnership Act, 1932: Candidates should be able to recognise the existence
of a partnership and demonstrate an understanding of the legal and commercial aspects of
partnership.

In the assessment, candidates may be required

to-

(a) describe how a partnership may be created; (b)

recognise when a partnership exists between parties; (c)
define, apply and advise on-
➢ partnership and co-ownership ➢ partnership and a company ➢
partnership and Hindu family business ➢ classes of partners and
partnership ➢ partnership property ➢ registration of firm ➢ relations of
partners to one another and relations of partners to third party ➢ rights
and liabilities of partners ➢ authorities of partners ➢ minor as partner ➢
reconstitution of firm and dissolution of firm; and

(d) identify the legal position in a given straightforward scenario concerning a

negotiable instruments, applying the principles set out in learning outcomes a to c
above in Contract Law and the Partnership Act.

(4). The Negotiable Instruments Act, 1881: Candidates should be able to recognise a
negotiable instrument and to explain the legal position relating to such an instrument,
utilizing the principles of contract law.

In the assessment, candidates may be required

to-

(a) define the following negotiable instruments, describe the differences between
 them, explain how they may normally be used by a business ➢ Cheque ➢ Bill of
Exchange ➢ Promissory Note; (b) explain fully the commercial and legal effects of
the following in regard to a
cheque terms of the creation acceptance and discharge of
liability ➢ endorsement ➢ crossing ➢ dishonour and
penalties ➢ banker’s liability;

(c) define and explain the commercial significance of ‘holder in due course’
presentment in relation to a Bill of
exchange;

(d) define, apply and advise on

➢ capacities of parties ➢ rights and liabilities of
parties ➢ discharge of parties from liabilities ➢ lost
instruments ➢ dishonour of bill of exchange,
payment for honour ➢ forged instruments; and

(e) identify the legal position in a given scenario, concerning a negotiable instruments
applying the principles set out in learning outcomes (a) to (d) above and the principles
of contract law.

(5). The Bankruptcy Act 1997: Candidates should be able to demonstrate their
knowledge of the main provisions Bankruptcy Act, 1997.

In the assessment, candidates may be required

to-

(a) identify the nature and f unction of the bankruptcy court, plaints, receivership and
of adjudication; and

(b) define, apply and advise on-

➢ acts of bankruptcy ➢ persons subject to

bankruptcy proceedings ➢ filing plaint ➢
procedures and hearing ➢ dismissal of
plaint ➢ order of adjudication and its effects
 ➢ duties of debtors ➢ exempted properties
➢ creditors committee ➢ discharge of
bankrupt ➢ fraudulent preference and its
effects ➢ nullification and protection of
transaction ➢ status of secured creditors ➢
appointment of receiver ➢ Official Receiver
➢ powers functions and liabilities of receiver
➢ management and disposal of estate ➢
disqualification of undercharged bankrupt ➢
appeals.

(6). The Arbitration Act, 2001: Candidates should be able to demonstrate their
knowledge of the main provisions of the Arbitration Act, 2001

In the assessment, candidates may be required

to

(a) define an arbitration agreement under the Act;

(b) state the effects of an arbitration agreement; (c)
define, apply and advise on-
➢ international commercial arbitration and its enforcements ➢ subject
matters of arbitration ➢ different methods of arbitration ➢ arbitration
tribunal ➢ arbitration proceedings ➢ arbitration award ➢ appeals. 8.
TEACHING & LEARNING
LEARNING OBJECTIVES : By the time you have completed this subject, you should be able to
demonstrate the following knowledge, skills and professional attributes:

Objective 1 A basic understanding of the important and philosophical aspects or areas of the
laws and
other regulatory instruments governing Business and Commercial matters. Objective 2 A
critical evaluation of the way in which the regulatory instruments impacts on the
conduct of Business and Commercial issues. Objective 3 An in-depth knowledge through
research and analysis into a particular topic of relevance
to Business and Commercial laws.
6

SPECIFIC LEARNING OUTCOMES

At the end of this unit, students should be able
to:

✓ Understand how laws are made and enforced ✓ Know the legal principles that apply
to Business and Commercial laws in Bangladesh ✓ Analyse the legal aspects of
particular case studies or given problem scenarios relevant to
Business and Commercial laws ✓ Critically assess and make judgments
on the merits of legal arguments ✓ Research business law related topics
through using hard copy materials and
electronic/online information retrieval systems ✓ Work in a team to solve legal
problems likely to arise in a business setting (If Possible)

In addition to the discipline-based learning objectives, all academic programs at ICAB seek
to develop students’ generic skills in a range of areas. One of the aims of this unit/subject is
that students develop their skills in the following:

✓ Knowledge skills ✓ Communication skills

✓ Critical analysis or Problem-solving skills

In addition to the discipline-based learning objectives, all academic programs at ICAB seek
to develop the capabilities the Institute's graduates will need to develop to address the
challenges, and to be effective, engaged participants in their world.

This course/subject contributes to this by developing the following graduate

capabilities:

1. Critical, Analytical and Integrative Thinking

✓ Critical analysis through exploring legal issues and factual problems in a range of
topics related to the course ✓ Participating in class discussion
and debate; ✓ Analysing legal case studies in class and via
the exam process.

2. Effective Communication as engaged and ethical local and global

citizens

✓ Participation in class discussions and expressing relevant views and

opinions; ✓ Communicating with people from various background/cultures;
✓ Understand that law requires the highest of ethical standards at all times.
 3. Commitment to Continuous
Learning

✓ Self-discipline and time management skills; ✓ Identifying and setting targets; ✓

Actively participating in class discussions; ✓ Contribution to a broad range of original
and personal insights by other class
members.

9. TEACHING AND LEARNING STRATEGIES

The teaching and learning strategies for this subject include a combination of lecturing, group discussion/case
study, model class test etc., on the topics relating to Business and Commercial laws to assist students to
develop their theoretical and practical understanding of the subject.

This subject is worth of 100 marks, which means you should be spending on average 10 hours per week
reading subject related materials. Students are expected to be prepared to contribute to each teaching session.

10. CLASS ADMINISTRATION AND EXPECTATION FROM THE STUDENTS:

✓ Be punctual and keep your mobile phone silent during the class hours ✓
100% class attendance is mandatory to sit for the exam ✓ Asking question is
highly encouraged ✓ Come to the classes on time. ✓ Take notes and if you
wish to ask any question in the class then raise your hand ✓ Feel free to
consult with the course teacher ✓ Your cooperation is highly desired to run
the class smoothly

10.1 The course includes about 18-20 lectures of one and half hours duration each. If
the regular class(s) cannot be held in scheduled time due to any extraneous reasons,
students will be expected to attend any class or classes in rescheduled period.

11. ASSESSMENT CRITERIA: As indicated in the academic calendar, there will

be examination and others tests along with distribution of marks as follows:

This grid shows the relative weightings of subjects within this module and should guide the
relative study time spent on each. Over time the marks available in the assessment will
equate to the weightings below. While slight variations may occur in individual assessments
to enable suitable questions to be set.
 t/Law Weighting
Serial
indicative %
No.

1. Contract and Agency (the Contract Act,1872 40

(b) The Bankruptcy Act, 1997
2. (a) The Scale of Goods Act, 193 (c) The Arbitration Act, 2001
(b) The Partnership Act, 1932 30
30

3. (a) The Negotiable instruments A

FOR DETAILS, Please contact Institute Academic Administrator or Programme

Management

8
12. YOUR OBLIGATIONS
Equity and Diversity: It is requested that students should not use discriminatory language or
engage in discriminatory behaviour. Language or behaviour that demeans or patronises
individuals or groups of individuals by reference to race, gender, disability, age, sexual
orientation, religion, nationality or place of origin is unacceptable.
Plagiarism: Where you use ideas other than your own, you must reference their source. If you
quote the source directly, you should do so in inverted brackets with the source footnoted. If
you paraphrase or summarize, you should insert a footnote with the source at the end of the
sentence. If you do not reference your sources, or copy work from others, you are plagiarising.
This is cheating and academic fraud, and is subject to penalties including failing the
assessment task, the subject.
13. PRESCRIBED TEXTS/RESOURCES
1. Study Manual. 2. Study Materials Uploaded on the ICAB Website [ICAB Website →
Students →
Study Materials → Dr. Jakerul Abedin]. 3. Study Materials Handed Over in the Class.
Organizations/Websites:
1. Ministry of Finance 2. Auditor and Comptroller General 3. ICAB 4. ICMAB 5. Bangladesh
Bank 6. Other Relevant Organizations.
14. OTHER REFERENCES:
1. The Constitution of the People’s
Republic of Bangladesh
Government Publication latest ed.
2. Bangladesh Code (all volumes) Government Publication www.legislativediv
.gov.bd 3. Dhaka Law Report or Other Law
Reports
DLR publication Up-to-date full set
4. Alphabetical list of Existing Laws in
Bangladesh
Government Publication latest ed.
2007
9

Previous Question Model Institute

of Chartered
Accountants of Bangladesh (ICAB) Business and
Commercial Law
Time allowed: One and half
hours Total Marks: 100
[N.B: The figures in the margin indicate full marks. Questions must be answered in English. Examiner will take account of
the quality of language and of the way in which the answers are presented. Different parts, if any, of the same question
must be answered in one place in order of sequence.]

Marks
exceptions?
1. An agreement without consideration is void 5
this. What are those

2. What are the differences between Void Contract and Voidable Contract? 5

3. Describe the cases when consideration or object of a contract becomes unlawful. 10

4. State various remedies available to the aggrieved party for a breach of contract. 10

5. Describe the contracts which are not required to be performed. 5

6. Describe the ways how an agency may be terminated. 5
Goods Act, 1930.
7. What are the implied conditions by operati 8
Goods?
7

8. Describe the general rules as to delivery o

9. Point out the main contents of a Partnership deed. 5

holder
10. Describe the rules regarding rights of an o of dishonored bill?
competing 10
business
5
13. Who can refer dispute to arbitration? What matters c
cannot
11. What are the rules for a minor to become be referred to arbitration?
and responsibilities of a minor becoming a 10
Act,1932.
5

12. How a negotiable instrument may be dish

14. Point out the conditions for filling plaint by creditors and debtors. 10

10