Professional Documents
Culture Documents
What is Business Law? Before defining business law it is better to define business and law.
What is Business? What are the main elements that constitute a Business?
Business can be defined from different perspectives; from accounting and legal perspectives.
From Accounting perspective Business may be defined as a process of producing goods and
rendering of services in return for profit.
The legal definition of a business is more or less provided under Article 124 of the Commercial
Code. Under this Article Business is defined as an incorporeal movable which is consists of
movable and immovable things.
Here what we understand from both definitions is that business is a concept which is intangible
and movable thing. As a result business is different from the movable and immovable things
which are part of the business. Rather business is mainly consists of intangible things such as
good will, trade name, trade mark and intellectual property rights such as patent rights, copy
rights and industrial design.
Now let’s define law. So far there is no single definition of law agreed up on. However, we can
have the following comprehensive and conventional definition: Law is the generally accepted
norm; principle or rules of conduct enacted by the sovereign body which regulates social
interaction and is backed by sanction or punishment. In Black’s Law Dictionary law is defined as
follows:
Law is the regime that orders human activities and relations through systematic application of the
force of politically organized society, or through social pressure, or normative sanctions.
In general, from the above definition we can deduce that law is a body of rules of action or
conduct that determines what is right and what is wrong. What ought to be done and what should
not. The mere fact that the people obey certain rule doesn’t justify that rule as a law. In order for
a certain rule to be a law, it should emanate from a legitimate authority i.e. a state.
Business Law,therefore, is a Legal regime which regulates Traders, business person, business
organizations and business transaction.
Nature of Law
What we mean by nature of law is those characteristics and features of law which differentiate
law from other rules of conduct such as customs, moral rules and standards, societal values and
habits. Law is different from socially non-binding soft rules by the following basic natures.
Page 2 of 42
1.Generality
Generality nature of Law connotes two meanings. The first meaning indicates that law is stated
in a general terms or languages in which details are left for enforcement organs. While the
second meaning of generality implies that law is enacted to govern or bind all members who
belong to the group without distinction. When it is said that the law is general one have to note
that law does not invariably apply to the people of the world. It only applies to those who fall
within its jurisdiction. For instance the law which applies to Traders may not apply to Non-
Traders; it applies to traders equally, though. Everyone who belongs to the group is presumed to
be equal and treated equally. The law has no regard to individual status, economic or social
positions and any other ground of discrimination. The law is equally binding on all persons who
belong to the group in case of violation.
2. Normativity
Normativity of law is all about the binding nature of law. The law is binding on its subjects
whether one wants or not. Law is the mandatory rule of conduct which is mainly respected for
fear of sanction or punishment. It is this nature of law which mainly differentiates law from other
non-binding social norms.
If the law is violated, there is an Organ responsible for its enforcement; the Executive organ is
responsible for the enforcement of laws. The law is binding on every member of the society
because law is superior to human conduct. Normative nature of law presupposes supremacy and
prevalence of rule of law.
Functions of Law
Law has different functions and plays many pivotal roles in society. Without comprehensive and
efficient legal regime, it is hardly possible to imagine orderly social existence. In the absence of
law the tread which serves as a social cohesion would easily torn apart. Social interaction
without law is nothing more than chaos and turmoil. Thus, law is quintessential for the very
existence of peaceful and orderly social interaction and sustainable development. In the absence
of law the society lives in the’ state of nature’ which means a social condition which is
characterized by no systematic social interaction, no individual property, civil war, use of force,
no orderly change, etc. Generally, the following are some of the main functions of law:
Page 3 of 42
Providing basis for compromise
Maximizing individual freedom
Sources of Law
Sources of law mean tracing where the law drives its validity and origin or content. In
broad terms there are two main categories of sources of law namely: material and formal
source.
1. Material sources of Law
Material sources of indicates the origin or contents of the law. Among the material
sources of law the most common and important are custom and religion. Most of the time
custom and religion are used as the primary material source of law. Law is, at least
theoretically expected to reflect custom, religion, values and morality of the society. We
have noted above that law is a generally accepted norm of the society which implies the
primary material sources of law is the custom and religion of the society. Though most of
Ethiopian laws were copied from foreign sources, custom and religion are being used as a
material source.
Even custom and religion are recognized as material sources of law under the Ethiopian
Constitution. Hence, we can say that custom and religion are the common material
sources of law. However, there are times where custom and religion are totally rejected in
order to bring new behavioral change in the society. For instance, in case the custom and
religion are against the universally accepted principles and when they are considered to
teach and maintain harmful and traditional practices, they are totally rejected from being
sources of law.
2. Forma sources of Law
Formal sources of law deal with the validity claim of the law. It traces the Authority or
Organ which enacted the law. Based on the Organ which enacted the law we have the
following formal sources of law: The Constitution, International Agreements,
Proclamations and Court Decisions. Constitution is the Supreme law of the land which is
above every other law because it is the parent of all other laws. International Treaties and
Parliamentary laws or proclamations are ranked in the 2 nd place next to the Constitution
while other laws such as regulations, directives and notices are ranked 3rd, 4th and 5th,
respectively.Regulations are enacted by Council of minister, Directives by Ministries and
notice is enacted by each departmental Bureaus.
Classification of Laws
Based on different factors, laws are classified into different categories. The main reasons
for and purposes of classifying laws are for easily management and administration,
efficient study and convenience. Generally, based on the following four factors, we may
have the following classifications of laws.
Page 4 of 42
Geography-based on geographical location and scopes of application of the Laws we
have International and National laws and Federal and State Laws.
Function of Laws-Based on the specific functions of laws, we can classify laws into:
Substantive and Procedural; Public and Private and Civil and Criminal laws. Substantive
laws are those group of laws which lay down the rights and duties of the citizen, while
procedural laws are laws which serve for the enforcement of the substantive rights. Public
laws regulate the relationship between the Government and the public or the people
whereas private laws regulate the relationship between the individuals. Civil laws are
laws which states civil rights and duties while criminal laws formulate crimes and their
punishment.
Authority-based on the authority or organ that enacted the law we have primary and
secondary laws. Primary laws are all laws which are enacted by the parliament while
secondary laws are all other laws which are enacted by other subsidiary organs through
delegation.
Convenience-based on convenience of administration and study of the law we may have
procedural law and evidence law; civil law and commercial law.
Who is (are) a person? There are two categories of person: Natural or physical person and legal
person. Natural person encompasses all human being which are born alive and viable for more
than 48 hours. Hence, personality of a physical ornatural person is acquired through birth and
staying for the period of more than 48hours. However, monsters cannot be considered as a
natural person for they are not human being. For example a creature with four eyes and tails is
not a natural person no matter how it resembles a human being.
Legal persons are all fictitious entities which are considered as a person by virtue of a law. Legal
persons are also known by names such as fictitious, artificial or juridical person. Legal persons
are business organizations, Institutions and Associations.
Why does the law concerned with persons? In other words, what are the legal attributes of being
a person? Personality confers some attributes on the person. The attributes of personality are:
Name, Nationality, Domicile and Residence and exercise of rights and duties.
What is the function of name? Is there any direct relationship between a name and a person? The
basic use of name is for the purpose of identity. There is no direct relationship created between
the person and his/her/its name. But there may be a relationship between the name and a legal
person as most of the time legal persons use names which indicate their purpose and objectives.
Page 5 of 42
All natural people shall have one or more first name, Patronymic(father) name and
Family(Grandfather) name. The order of writing the name of natural person is: Family name,
first name and father’s name. For instance, the student with the name HagosDestaGemechu
should write his/her name as follows: GemechuHagosDesta. However, this form of writing name
has never been practiced in Ethiopia except on the official International documents.
A person may have more than one first name but one of such names should be primary and
official name. The name of a person should not impugn the morality or law of the land.
Furthermore, it is not legally possible to assume the name of one’s father, mother, brother and
sister. Particularly, abuse and usurpation of name bears civil and criminal liabilities. Abuse of
name is using one’s own name in bad faith and to the prejudice of other person with the same
name. It is illegal to use your name in a confusing and misleading manner to use the good will or
reputation of others. Usurpation is assuming the name of other person for personal gain and by
causing damage to the holder of that name. A common instance is when an amateur singer uses
the name of well-known singers to get undue acceptance from the crowd.
Any one is free to change his/her name at any time so long as doing so brings no damage to
others. Nonetheless, you cannot change your father’s name at will.
The first name is given to the child by the father and mother can give one in the absence of father
or additional name. A child whose father is unknown shall have a patronymic name of his/her
maternal grandfather.
Legal persons shall also have a name which does not contravene the public morality and public
morality. All business organizations have a trade name. All institutions and associations also
have a name.
The second attribute of name is nationality. All physical personal acquire a nationality of the
country where they are born or of their family. Legal persons have a nationality of a country
where they are seated or incorporated.
Residence and domicile are also one of the attributes of personality. All persons have one or
more residence and only one domicile. Residence is defined under article 174 of the civil code as
a place where a person normally resides. According to Article 180 of the code a trader or
business organizations have a residence of a place where they carry out their business.
Page 6 of 42
The last attribute of personality is exercise of rights and shouldering of duties. All people
regardless of their economic, social and political status acquire “Patrimony” up on acquiring
personality. Patrimony is the state of having some rights and duties towards or against this world
or specific person. It is clearly stated under article 1 of the civil code that all persons are the
subjects of rights and duties from their birth to their death. Though this article seems to apply
only to physical person, it is equally applicable to Legal persons too. The fact that all people are
subject of rights and duties from their birth to death does not necessarily mean that they can
exercise such right and bear duties automatically and without any condition. Incapable person
cannot personally exercise their rights but through their representatives. For instance, Minors can
acquire rights and incur liability by acting through their Guardian or Tutor. Legal persons such a
business Organizations shall act through their Agent or Manager. But it is a Person that can sue
or be sued, not the Representative or the Agent.
Personality that is acquired by nature or by the operation of the Law can be extinguished due to
various reasons. The common grounds of extinction of personality are: Death and Absence of
Natural Person and Dissolution and Bankruptcy of Legal persons. Loss of Nationality may not be
taken as loss of personality. With Extinction of Personality comes the termination of rights and
duties and Patrimony in general.
What does contract mean? What are the sources of Contract? Why do we need a Contract in
General and the Law of Contract in particular? What are the Legal elements of a contract? What
are the distinctive natures or features of a Contract? What are defects in contract and their
consequential effects? What are the effects of a valid contract? What constitutes performance or
non-performance and the legal remedies for non-performance? What are the various grounds of
extinction of contract and their effect on the contract? Up on the completion of this chapter you
will able to answer these and related questions.
Page 7 of 42
Sources of Obligations
obligations can arise from different sources due to the diversity of human relationship. They
are:contractual, non-contractual and legal sources. Contractual obligation transpires from
agreements concluded between parties which are sustainable at law. Extra-contractual source of
obligation is all about the civil liabilities that arise from different non-contractual transactions or
relations. It is governed by the law of extra-contractual liabilities and unlawful enrichments.
Legal obligations are those obligations imposed up on a person through the instrumentality of
different laws for various policy reasons. The examples are family obligations, tax liabilities,
maintenance claims, fees, government levies, fines, etc.
Types of Obligation
1-Unilateral obligation arises from contract in which two parties are participate.
However, only one of the parties is legally bound by the contract for the benefit of the
other contracting party. Example, donations
2 -Bilateral obligation arises from a contract entered into by two parties in which these
contracting parties are bound legally to each other on equal terms. Accordingly, there are
two promisors and two promises.
3-Multilateral obligation. This is a case where more than two persons undertake to
perform an obligation. Such obligations can be classified into three:
1) Simple joint obligation
2) Joint obligations
3) Several and joint obligations
2) Joint obligations
It arises from the contractual obligation in which more than two parties participate and debtors
are jointly liable for the debt secured as a result of the obligation entered into with the creditor or
creditors.
Formation of Contracts
Page 11 of 42
The creditor has one of the following remedies either alone or cumulatively.Specific
performance, compensation for damage, cancellation, specific performance +
compensation, cancellation+compensation.
1. Specific performance-where forced performance is the fundamental basis of the
contract and it does not interfere with the freedom of the debtor. If substituted
performance is possible, specific performance should not be ordered by the court.
Specific performance is highly tenable for service contract.
2. Cancellation-both judicial and unilateral cancellation. Unilateral cancellation is
possible when the same is stated in the contact, the performance of the contract became
impossible and there is a high probability that the debtor is unable or unwilling to
perform the contract.
3. Compensation for Damages-Damages could be loss incurred or profit lost or
both.What does greater damage implies?
Defenses for non-performance
Force majeure (1792-1793), fault requirement, absence of loss,
What is the basis for the contractual liabilities? Fault-based, strict or vicarious?
Contractual liabilities are based on strict liability, what is provided under article 1895
being the only exception.
Extinction of Contract
An extinction of contract is all about the death of a validly made contract. Any validly
made contract has life span-birth, growth and death intervals. A contract’s life comes to
an end due to different grounds and uncertainties. Under this section the common
grounds for the extinction of contract will be discussed briefly.
According to Article 1806 of the civil code(C.C), there are different grounds which cause
extinction of obligation (contract). Cumulative reading of Articles 1806 and 1807 of the
C.C takes performance, invalidation, cancellation, termination, novation, set off, period
of limitation of a contract, and merger as grounds of extinction of contract.
A. Performance of Contract
Performance of obligation is not only an effect of contract but also a ground of extinction
of obligation. Performance of the contract shall, however, be made according to the terms
of the contract and mandatory provisions of the law, if it shall extinguish contractual
obligation. It shall be performed according to the agreement without discrepancy if it
shall bring the contractual obligation to an end.
Performance of contract made according to the terms of the contract validly brings the
contractual relationship to an end; however some minor non-fundamental terms are not
discharged.
Page 12 of 42
B. Invalidation and cancellation of a contract.
Invalidation of contract is one means by which contractual obligations are extinguished.
Invalidation of a contract happens when there is defect in the formation of the contract. If
a party that is incapable concludes a contract or if one of the parties concludes the
contract without having the legally required consent, the contract is subjected to
rescission. Hence, what do you think the difference in grounds and effect of invalidation
and cancellation of contracts?
The communality between invalidation is that both are grounds disabling a contract and
they may result in compensation. However, their differences lie in their ground and
effects. The ground for the invalidation of a contract is the result of vitiated consent and
lack of capacity; whilst that of cancellation is non-performance. The conditions for
cancellation whether unilateral or judicial has been discussed in the preceding
section.With regard to their effect, invalidation is purported to reinstatement of the parties
to the position they would have had the contract not made whereas cancellation has an
effect of reinstating the parties to the position they would have been had the contract
performed, to the best possible.This could be done through the instrumentality of
compensation.
The term invalidation is used for both void and voidable contract. The contract is
said to be void owing to its object and formality defect. If the object of the
contract is not properly defined, impossible to perform, illegal or immoral, it is a
void contract and hence, any interested third party can pray the court to get the
contract invalidated. For voidable contract, it is only the party with vested interest
that can invalidate it. Generally see article 1808 of the C.C.The right to invalidate
a contract is, however, limited by lapse of a certain period of time. Article 1810
connotes that a contract shall not be invalidated unless an action to this effect is
brought within two years from disappearance of the ground for invalidation. This
provision seems to be prohibiting invalidation even if the period of limitation is
not raised, as it says, “… no contract shall be invalidated.”
The time from which two years is counted starts from the disappearance of the
ground for invalidation excepting unconscionable contract for which the starting
point is the formation of the contract.
Even though invalidation or cancellation is ordered, the rights of third parties in
good faith may not be affected.
What do understand from Article 1815(1) & (2) of the code? Do you think this provision
apply to both invalidation and cancellation?What are the possible Remedies in case
reinstatement is impossible?
Page 13 of 42
C. Termination of contract
In addition to invalidation and cancellation, termination is also one way by which
obligation is extinguished. Termination of contract is making the contract ineffective
starting from the time of termination of the contract.
What do you think the possible reasons are for the parties to terminate the contract
they have effectively concluded?
Termination of contract is most widely used in employment contract in particular and
service contracts in general.The grounds for termination are attributable neither to the
defects in its formation or non-performance. Virtually, termination is done up on the
agreement of the contracting parties except for judicial termination. The effects of
termination of contract cease to exist as between the parties as from the day of
termination. All acts that are done before termination are not affected.
Termination refers to the stoppage of obligations created by the contract. It ceases the
existence of the obligations as of the time the contract is terminated. Termination of
contract can be either, bilateral (by the agreement of both the contracting parties),
unilateral by one party, or judicial (by court order).
A party may apply to the court to order the termination for a contract, which requires a
special confidence, cooperation, or community of views between the parties and where
such requirements are no longer present.
The court may order the termination of a contract made for the exclusive advantage of
one party where the other party for good causes so requires.
D. Remission of debt
Along with termination, remission of debt is also one way of extinction of obligation.
Remission of debt is voluntary release of debtor of his obligation by the creditor. Article
1825 is testament for the extinction of obligation by remission of debt under the Civil
Code.
Page 14 of 42
1825- Remission of debt.
Where the creditor informs the debtor that he regards him as released, the obligation shall
be extinguished unless the debtor forthwith informs the creditor that he refused his debt
to be remitted.
What are the legal elements that need to be fulfilled for remission to be made?
D. Novation
Novation is nowhere expressly defined in the code. However, the general principle
provided under the following article gives some clue as to what constitutes Novation.
An obligation shall be extinguished where the parties agree to substitute therefore a new
obligation which differs from the original one on account of its object or nature.
Novation shall not occur unless the parties show the unequivocal intention to extinguish
the original obligation.
Though it may be difficult to depict the intention of the party, unintentional novation is
not legally recognized. Here the law is trying to reiterate the principle that that the parties
may not be bound by what he does not purposely consented with the aim to be bound
by .Can we consider novation of contract as a new contract so that intentional
willful consent is necessary for novation to be made?The negative meaning of
novation in Article 1829 helps to explain it by providing cases; novation may not occur
as stated below.
Page 15 of 42
Unless otherwise agreed, novation shall not occur where;
(1) Novation shall not result from entry of credit and debit items in a current account.
(2) Novation shall occur where the balance of an account is finalized and admitted.
(3) Unless otherwise agreed, the creditor shall retain such securities as may attach to one
of the items entered in a current account not with standing that the balance of the account
has been finalized and admitted.
What is(are) the justification(s) for excluding the above mentioned acts from being a
novation?
There might be ambiguity as to whether the lists of 1829 are exhaustive or not. In relation
to this, whether signing a promissory note or bill of exchange excludes signing other
negotiable instruments might create perplexity. Albeit the presence of such ambiguity,
Article 1829 is on illustrative list by which other acts, which are not novation, are
included. Had the negative definition under article 1829 been exhaustive, there is no any
need of any further under article 1830 of the code.
(1) Unless otherwise expressly provided, securities or privileges attaching to the original
obligation shall not be transferred to the new obligation.
(2) Unless otherwise expressly provided interest due prior to novation may not be
recovered thereafter.
E. Set off
Where two persons owe debts to one another, set off shall occur and the obligation of
both persons shall be extinguished in accordance with the provisions of the following
Article.
From the definition under the preceding article and other provisions that follow, one may
conclude the following: Setoff presupposes the existence of two independent contractual
Page 16 of 42
obligation, the two obligation must be liquidated, setoff is not possible for those
obligations legally excepted and the setoff should be made to the maximum of the
smaller debt when the two debts are not equal.
(a) The debts shall be money debt or fungible things of the same species.
a. the special nature of the obligation requires that the creditor be actually paid , as in the
case of maintenance or wages necessary for the livelihood of the creditor and his family;
or
b. the obligation is owing to state or municipality ; or
c. The obligation is to restore a thing of which the owner has been unjustly deprived ;or
d. The obligation is to return a thing deposited.
F. Merger
Merger is another method by which obligation extinguishes. Merger happens when the
position of creditor and debtor becomes one and the same. There are different reasons for
merger between debtor and creditor. Successions, formation of partnership are among the
juridical acts which result in merger. Merger makes the debtor and creditor the same
person.
If we see Article 1842 of the Ethiopian civil code the principle of merger in extinction of
obligation has been put verbally as:
Art.1842__ Principle
Merger shall occur and the obligation shall be extinguished where the position of creditor
and debtor are merged in the same person.
Performance of obligation after merger is not actually realistic once the creditor and
debtor become the same since performing certain obligation towards oneself is actually
absurd.
What instances brings merger to an end? What are the effects of merger on
guarantors?
G. Limitation of actions
Page 17 of 42
Limitation of actions is one of the most notable forms of grounds for the extinction of a
contract. Every human action has one or more of period of limitations so that transactions
are done in an orderly way. Likewise, any contract is bounded by a legal or contractual
deadline within which bringing any that may arise from or in relation to a contract.
Contractual period of limitation is a time period within which a creditor demands his or
her claim from the debtor in courts o f law.
There are two types of limitations of actions: Prescriptive and Limitative period of
limitations. Prescriptive period of limitation confers up on the person some sort of rights
after its expiry. Limitative period of limitation, on the other hand, bars claims up on its
expiry. Contractual period of limitation is prescriptive for the debtor and limitative for the
creditor. In principle, contractual period of limitation is 10 years. However, the
contracting parties can agree for shorter or longer period of limitations. Generally see
Article 1845 and the subsequent provisions as to the nature of period of limitations under
the civil code.
Page 18 of 42
Chapter Four: Sale Contract
What is sale contract? What nature differentiate sale contract from other forms of
Contracts? Sale contract is one form of special contracts with its distinctive features. Sale
contract creates a seller-buyer relationship whereby both of the parties have a reciprocal
rights and duties against each other. Though the object and scope of sale contract is both
sale of goods and services, we will only discuss sale of goods in this chapter as it appears
in the Civil Code.
Contract of sale is defined under Article 2266 of the Civil Code as follows: “Contract of
sale is a contract whereby one of the parties, the seller, undertakes to deliver a thing and
transfer its ownership to another person called the, Buyer, in consideration of a price
expressed in money which the buyer undertakes to pay.”
From the above definition we can deduce the following basic elements for sale contract to
exist: There should be a Seller-Buyer relationship, there must be delivery of specified
thing(s), Ownership has to be transferred from the seller to the buyer, the price should be
paid in money. According to the wording of the above article, delivery of the thing or
payment of price at a spot is not a prerequisite for a sale contract but the obligation to
undertake it once the contract is formed. Payment of price in terms of money is what
distinguishes sale contract from Barter transaction where goods are exchanged for other
goods. Without transfer of full ownership from the seller to the buyer, there is no contract
of sale formed. The seller cannot sale the thing by retaining its ownership title with
himself.
The Scope of sale contract is sale of the principal thing with its intrinsic elements and
accessories thereto. Unless there exist is a prior agreement otherwise, sale of a thing
includes intrinsic elements and accessories (Article 2268 and 1133-1139 of the Civil
Code). Sale Contract under this chapter does not apply to sale of special movables such
as car, machines, TV, Motor Vehicles, Air Crafts, Ships, etc (Article 2267 C.C). Sale
contract on future things to be supplied or produced is possible. In such cases, substantial
part of the thing should be supplied by the seller. If substantial proportion of the thing is
supplied by the buyer the contract is a contract is a contact of service not a sale contract.
For example, if you provide a suit garment to the tailor to make a suit for you, then the
tailor is only providing you a tailoring service not selling a good to you.
Formation of Sale Contract- Sale contract has no special process of formation different
from other contracts as such. All rules and principles of contract in general are equally
applicable to sale contract. All fundamental elements for the formation of a valid contract
Page 19 of 42
such as capacity, object, consent and form should be complied with to form a sale
contract.
The rights and Duties of the parties to sale contract (Performance of the Contract)
The rights and duties of the parties are simply to mean performance of the contract. So,
questions such as who, what, where, when, and how to perform are pertinent to determine
the rights and duties of the buyer and the seller.
What to perform?
-The seller has to deliver a thing its intrinsic elements and accessories which are free
from defect, non-conformity, and transfer full ownership free from any encumbrances.
The seller should deliver the thing of the same quality,quantity and species (see Article
2288-2290 of the C.C). The seller should a warranty against defect or dispossession and
Bear some costs and expenses and cooperate in good faith.
Delivery of the thing is very important to determine with whom risk lies. Up on deliver or
after delivery date lapsed, risk is transferred from the seller to the buyer!
-The buyer has an obligation to pay price on the fixed date or up on demand. The
payment of price should be as agreed in the contract. Of course, the primary obligation of
the buyer is to effect payment on time (Article 2303 of C.C). Payment of some expenses
and costs and showing cooperation is also the duty of the buyer.
Where to perform?
The ordinary place of performance is the place fixed by the parties in their contract. In
the absence of contrary stipulation, the seller has to deliver the thing at his normal
residence or place of business. The buyer should also make payment at the same place
(see Articles 2287 and 2309 0f the C.C).
When to perform?
-In most cases, performance is made simultaneously. The buyer should pay at sight when
s/he takes delivery of the thing or when demanded by the seller. However, the parties can
agree otherwise.
How to perform?
Page 20 of 42
The mode of performance of a sale contract is as agreed by the parties in the terms of
their contract. For instance, the parties may agree for successive delivery of the thing or
installment payment.
The legal remedies for non-performance of a sale contract are: Cancellation of the
contract by giving a default notice to the defaulting party (Mutual, Unilateral, and Legal
or default and judicial as may be appropriate), Compensation and Specific or forced
performance. The least availed remedy for non-performance of sale contract is forced
performance. Because there is no freedom of the seller at stake and substituted
performance is easily possible in most of the cases. Personal service of the seller is not
required; rather it is delivery of the thing.
There are different forms of sale contract owing to their particular nature.The following are the
main forms of sale contract stipulated under the Civil Code.
A. Sale of Cattles- Sale of cattle is mainly different from other forms of sales due to the reason
that living animals needs special care for the protection of the buyer and the public at large.
Animals need vaccination before being delivered to the buyer and they have to be properly
handled during transportation and should fit for the specific purpose they are destined for (See
Articles 2368 and ff).
B. Sale by Sample-the unique feature of sale by sample is that the final thing to be delivered by
the seller should exactly conform to the sample given (Article 2377 of C.C).
C. Sale on Trial- it is a sale which is effective after the buyer tested the thing by using it for
some time and agrees with its quality. The contract is not concluded even though the thing is
delivered to the buyer for trial. So, in case of sale on trial, delivery precedes the sale proper and
the risk remains with the seller (article 2380 and ff).
Page 21 of 42
D. Sale by Installments-it is sale contract in which delivery of the thing or payment of the price
is at different interval.
E.Sale with Ownership Reserved-it is a sale contract whereby the seller delivers the thing to
the buyer but reserves ownership right until the buyer pays the price. The risk is transferred to
the buyer up on delivery of the thing (article2387 and ff of the C.C).
Sale with right of Redemption-it is a form of sale which gives a seller a prerogative to reclaim
the thing s/he sold if s/he demands it within specific period of time (2390 of the C.C).
Sale with the Obligation to forward the thing-In this kind of sale the seller has the obligation
to forward or transport the thing to the buyer (Article 2394 and ff of the C.C).
Sale by Auction- it applies to sale made through tender or bid process. Contract is concluded
when the final hammer is knocked down (Article 2403 and ff of the C.C).
Agency is an indispensable part of the existing social order. It fulfills the most diverse functions
in public and private law of today. Agency is a fiduciary relationship which results from the
manifestation of consent by one person to another that the other shall act in his behalf subjected
to his control and consent.
Why do we need agency? The followings are some of the reasons for that necessitated agency:
Division of Labor
Lack of expertise on specific areas
Physical absence or geographical location of the principal
Facilitation of business
The motive to transact through the agent
Agency is defined under the Civil Code in terms of contract. Accordingly, Agency is defined
as:”A Contract whereby a person, the agent, agrees with another person, the principal, to
represent him and to perform on his behalf one or several legally binding activities” (Article
2199 of C.C). The parties to Agency contract are the Principal and the Agent. The Principal
is a person who gives Agency while the Agent is the person who accepts Agency and act on
behalf of the Principal.
Source of Agency
Page 22 of 42
Agency may arise from the Law or Contract as it is provided under Article 2179 of the C.C.
The primary source of Agency is a contract. However, Agency shall also arise from the
operation of the Law. Agency which arises from contract is the one which arise from the
agreement of the Principal and the Agent. Agencies which are resulted from the Law are
Guardianship or Tutor, Curator, Managers, and unauthorized agent.
Nature of Agency
It is a special Contract
It creates fiduciary relationship between the Principal and the Agent
Power of Agency is derivative and should be exercised strictly
The must render a personal service-delegation of Agency power is not allowed in
principle
Scope of Agency
The scope of Agency is the limitation on the power of the Agent. The Agent may not do
whatever he wants in whatever forms but as determined in the Contract or the Law. Article
2181 of the C.C states that the scope of Agency is determined by the contract. The scope of
Agency can be general or Special based on the activities that the Agent can undertake.
1. General Agency: It is a form of Agency which is expressed in general terms and which
confers up on the Agent the power to do ‘acts of management’. Acts of management includes
acts done for the preservation or maintenance of property, leases for terms not exceeding 3
years, the collection of debts, the investment of income and the discharge of debits and the
sale of crops, goods intended to be sold or perishable commodities (See Article 2204 of the
Civil Code).
2. Special Agency-is a contract whereby the Agent is authorized to perform a particular act
only. Special Agency is always required for sale, alienation or mortgage of immovable,
investment of capitals, sign bill of exchange, effect settlement, Arbitration of claims, make
donation or bring or defend an action.(Article 2205 of C.C).
Agency can be given expressly or impliedly. The Agent may not act beyond the power which
is expressly given but implied power of Agencyis determined based on the nature of the
work, the words or phrases in the contract, circumstances of a particular cases, or intention of
the Principal. Implied Agency is usually the results in unauthorized Agency which a common
ground of contention between the Principal and the Agent.
Types of Agency
Page 23 of 42
b. Based on source-Contractual VS Legal Agency
Personal service
Fiduciary duty
Confidentiality
Duty of diligence
Acting on behalf and for the benefit of the Principal
Duty to account
Prior Notification for unauthorized works
Avoiding conflict of interests
Good faith
Termination of Agency
Agency relation may come to an end due to one or more of the following reasons:
Page 24 of 42
Chapter Six- Law of Traders and Business Organizations
Who is a Trader? A trader can be defined as any person who is engaged in trading activities. But
the legal definition of a trader is which follows. A Trader is a person (physical person) who
undertakes commercial activities professionally and for gain (Article 5 of the Commercial Code).
Commercial activities are those which are listed under Article 6 of the Commercial Code and
considered as such by other relevant Laws. All Traders do a business for gain not for free.
Professional engagement refers to some basic training in specific field or knowledge acquired
through experience and working on a regular basis for a livelihood. Part-time works are usually
considered as one indication for absence of profession.
A Trader has a right to do a business in any area of business of his choice and make a profit from
his transaction. He has also a right to get a license from the relevant authority and claim all other
privileges that are available for the traders.
The primary legal duties of a Trader are the duty of registration, keeping books and account and
paying taxes. No Trader may do a business without a registration (Article 100 of the Commercial
Code). A Trader shall also have a duty to keep book and Accounts for 10 Years. The legal
importance of Books and Accounts is for evidentiary value, payment of Taxation and protection
of 3rd parties (Read Article 70 and ff of the Commercial Code
Attributes of a Trader-.A trader can make a profit or incur loss, enter into a juridical acts, sue
or be sued and may be declared bankrupt.
Business Organizations
Page 25 of 42
A Partnership Agreement is a contract whereby two or more persons who intend to join together
and to cooperate undertake to bring together contributions for the purpose of carrying out
activities of an economic nature and of participating in the profit and losses arising out thereof(if
any)(Article 211 of Commercial Code).
Partnership Agreement is a contract concluded between the partners who agreed freely
The partners agree to cooperate in good faith for the achievement of the business purpose
Partners make some contributions to carry out a business-the nature of a contribution can
be in the form of cash, in kind or service
Members shall participate in the profit and loss of the business
Companies limited by shares are established by a memorandum association. To a full
understanding of the form and content of memorandum of association read articles 312
and 313 of the commercial code.
All Business Organizations except for case of Joint Venture shall be registered before
commencing any business activity as provided under article 100 of the commercial code.
The legal significance and effect of registration are acquisition of legal personality and
License to undertake business activities.
Partnership Companies
Is an association of person An aggregate of capital
No minimum capital is required Minimum initial capital is required
Capital is undivided capital is divided into shares
Members have unlimited liability All members have limited liability
Invariably managed by members Managed by an independent body
Has non-perpetual existence Has a perpetual existence
Easily formed and dissolved Complex to form and difficult to dissolved
Share are not easily transferable Shares are easily transferable
More or less the above points are the basic elements of comparison of partnership and
companies. Can you find some more points of comparison?
Partnerships
1. Ordinary Partnership
Page 26 of 42
Members have unlimited liability with a benefit of discussion(Article 235 of the
commercial Code)
It is managed by members
2. General Partnership
Partners have full, joint and several liability with no benefit of discussion
All members are traders
Managed by members
Highly preferred by creditors due to the existence of a high protection scheme
3. Limited Partnership
1. Share Companies
Page 27 of 42
It has a perpetual existence which is independent of its members
All share holders have a limited liability limited to their contribution
Shares are easily transferable
Financed through equity or debt financing
Is managed by three Organs: Share holders, Board of Directors and Managers. Share
holders manage the company through different ordinary or extra-ordinary meetings,
Board of Directors are group of people with 5-12 members to decide on policy matters
and general issues and managers manage every daily activities of the Company. Even
Auditors have the power to interfere in the management of the Company by preparing
audit report and calling general meeting of share holders.
It has a minimum of two Auditors
It can also issue debentures shares
It is often said that a Private Limited Company is a mixture of Partnership and Company, do
you support this assertion?
Page 28 of 42
Chapter Seven: Law of Insurance, Negotiable Instruments and Banking
Law of Insurance
What is insurance? What are the significances of Insurance? What are the principles of
Insurance? What are the general categories of Insurance? What are the relevant laws that
regulate insurance Business in Ethiopia?
Insurance policy is defined as a contract whereby the Insurer insures the insured against a
risk against the payment of one or more premiums and pays a sum of money when the risk
materializes (Article 654 of the Commercial Code).
The insured pays premiums and the insurer pays a fixed amount of money and sometimes
maintains or replaces the thing
The main functions of Insurance are: to distribute loss, management of risk, to have a peace
of mind, for investment, for social security, to pool resource together, etc.
Principle of Insurable Interest-the insured has to show some rights or interests over
the thing he wants to insure at the time of the contract, on the day when risk
materializes or both;
Principles of utmost good faith-both parties need to cooperate in a good faith to
mitigate risk. The insured has to reveal all material facts that affect the risk
management and mitigate the risk or loss from being materialize, while the Insure has
to give a genuine guarantee of the risk
Principle of Indemnity- Insurance is to compensate the insured or the beneficiary not
for profit
Page 29 of 42
Principle of contribution-the amount of the compensation should be assessed based
on the extent of contribution of each parties to the risk
Principle of Subrogation-the insurer has the right to claim what he paid from the
person caused a damage by representing the insured or the beneficiary
Classification of Insurance
General ClassificationUnder the Ethiopian Law
Marine Insurance-insurance for marine Property Insurance
Navigation
Fire Insurance Liability Insurance
Liability Insurance-Insurance for the liability Illness and Accident Insurance
Towards 3rd party
When do you think Insurance contract is formed? What does Insurance through Syndicate mean?
What are the basic contents of Insurance Policy? Hint: Please refer to your class note to answer
these questions.
Of the Insurer-to give full coverage or guarantee of the risk, pay the fixed amount of
compensation and cooperate in ut most good faith
Of the Insurer-to reveal all material facts, mitigate risk or loss and to exert ut most good faith
Negotiable Instruments
Negotiable Instruments are documents which embody enforceable right stated in terms of money
and which cannot be enforced or be transferred separately from the document itself (See Article
715 of the Commercial code).
Page 30 of 42
The main purposes of negotiable instruments are for security of transaction, to facilitate trade, for
easy portability, to negotiate rights through easy transfer, to evidence claims, etc.
There are 3 main categories of Negotiable Instruments in Ethiopia (Article 715(2) of the
Commercial Code): Commercial Documents, Transferrable Securities and Documents of title to
good.
Check- is the most prominent form of commercial document. There are 3 parties in check-the
drawer (the person who prepared the check), the drawee (the Bank) and the payee (the
beneficiary).Check can only be issued by the Bank. It can be transferred through mere delivery
for Bearer Check and endorsement in case of to order or specific person Check. Endorsement is
signing on the back side of the Check.
Bill of exchange is a document which is drawn by the creditor to evidence his claim. This
document should be presented to the drawee so that he can get paid. It is Transferable through
endorsement as there is no bearer bill of exchange.
Promissory Note is a document which is prepared by the debtor and given to the creditor as an
evidence of outstanding claim. There are only two parties in promissory Note, the Drawer and
the Payee. It is always paid on Maturity date not at sight or on demand.
Transferable Securities are Negotiable Documents which bear some enforceable rights. They are
not prepared as a commercial Document. They are Shares, Insurance Policy, Bond, etc. They can
also be transferred or negotiated just like other Negotiable Instruments.
Documents of Title to Good-they are documents which show that goods are shipped or
received. Bill of Lading, Air Ticket and Warehouse Vouchers are considered as a document of
title to good.
Law of Banking
Deposit of money, transfer of money, granting of loan, issuing some Commercial Documents,
hiring of safe, depositing of transferable securities and documents, buying transferable securities
at discount, collection of debt , providing financial guarantee.
Page 31 of 42
Contracts for Banking Service are formed up on opening an account or agreeing to get other
banking services. There are two types of accounts: Saving Account and checking Account.
Saving Account always presupposes payment of interest unless agreed otherwise. Interest is not
paid on checking Account. Checking Account is opened by two or more business persons jointly
to easily transfer money between or amongst them.
Deposit can be demand or time deposit. Demand deposit allows the account holder to withdraw
money on demand while time deposit limits withdrawal to the lapse of some fixed period of
time.
Withdrawal in excess of the deposited amount is not possible in principle. But the Bank on its
own discretion may allow its outstanding and trustworthy customer to withdraw in excess as a
credit. Bank may refuse payment when it finds error, mistake or inconsistency, irregularities and
it receives as an order of bankruptcy of the account holder.
Page 32 of 42
CHAPTER EIGHT
Employment and Labour law
Introduction
Employment and Labour law is the body of laws which address the legal rights of, and
restrictions on, workers and their employers. As such, it mediates many aspects of the
relationship between trade unions, employers and employees. There are two broad categories of
labour law. First, collective labour law relates to the tripartite relationship between employee,
employer and union. Second, individual labour law concerns employees' rights at work and
through the contract for work. This chapter tries to give students a general insight of individual
labour relation from its formation to termination.
Sources of regulation
There are three types of legal regimes regulating employment relation in Ethiopia. These are:
As a matter of business law, this chapter is limited to the first group of employment relations.
The central statute regulating employment relation in the private sector in Ethiopia is the Labour
Proclamation, adopted in 2003 (Labour Proclamation No. 377/2003) and most recently amended
in 2006 (Labour (Amendment) Proclamation No. 494/2006).
Scope of legislation
Page 33 of 42
Personal service for non-profit-making purposes;
Persons such as members of the armed forces, members of the police force, workers of
state administration, judges of courts of law, prosecutors and others whose employment
relationship is governed by special laws; or
Persons who perform an act, for consideration of payment, at his/her own business or
professional responsibility under a contract of service
Contracts of employment
According to this article, there are four basic elements of employment relation. Let us try
to examine these elements of the definition.
1. Agreement: agreement is the basis for employment relation and this automatically
excludes forced labor from the ambit of employment relations. Hence a person cannot be
compelled to enter into an employment relation.
2. Personal performance of work: the employee is committing him/her/self to render
personal service for the benefit of the employer. The employee, as of right, cannot
delegate third parties to perform the job in his/her behalf.
3. Duration of employment: a contract of employment could be entered into either for
definite period (for six months, for one year etc), or for indefinite period (i.e. for the life
of the company), or for a specific assignment (to unload sacks of grain from a truck).
4. Wage: The employer will be expected and required to pay wage to the employee. Hence
employment relation is not a pro bono service. On the contrary, it is a service in return for
wages. The mode of payment for wage could be in cash or in kind though ordinarily
payment is effected through cash. As regards to the interval of payment, it could be in
daily, weekly, bi-monthly, monthly etc.
The labour law regime in principle does not require any special form for contractual
validity. This means employment relation may be formed in many ways. It may result
from a simple oral agreement between two individuals, or it may be created by a detailed
written contract. What matters is the existence of agreement between the employer and
employee and fulfillment of other elements discussed above. A contract of employment
Page 34 of 42
shall specify the type of employment and place of work the rate of wages, method of
calculation thereof, manner and interval of payment and duration of the contract.
If the contract is concluded in writing, according to article 6 of the labour proclamation, it shall
specify the following:
Length of employment
the performance of specified piece work for which the employee is employed;
the replacement of a worker who is temporarily absent due to leave or sickness or other
causes;
the performance of work in the event of abnormal pressure of work;
the performance of urgent work to prevent damage or disaster to life or property, to repair
defects or break downs in works, materials, buildings or plant of the undertaking;
an irregular work which relates to permanent part of the work of an employer but
performed on irregular intervals;
seasonal works which relate to the permanent part of the works of an employer but
performed only for a specified period of the year but which are regularly repeated in the
course of the years;
an occasional work which does not form part of the permanent activity of the employer
but which is done intermittently;
the temporary placement of a worker who has suddenly and permanently vacated from a
post having a contract of an indefinite period;
the temporary placement of a worker to fill a vacant position in the period between the study of
the A person may be employed for a probation period for the purpose of testing his suitablity to a
post in which he is expected to be assigned. When the employer and employee agree to have a
probation period, the agreement shall be made in writing and cannot exceed forty five (45)
Page 35 of 42
consecutive days (not working days). What makes probationary employment different is, during
the agreed time of probation both the employer and employee are legally entitled to terminate the
contract of employment without good cause.
Unlike most contractual engagements where the parties to the contact are left alone to determine
the terms of their contractual relation, employment relation has its bench marks (the so called
minimum working conditions) below which the terms of the contract may not stipulate.
I. Working time
Hours of work :- Article 61 provides that normal working hours shall not exceed 8 hours a day
or 48 hours a week (Article 61). Workers are entitled to a weekly rest period of 24 non-
interrupted hours in a period of 7 days. Unless otherwise agreed, according to article 70 of the
proclamation the weekly rest should be on Sunday, but another day may be chosen for certain
services.
Any work exceeding the normal working time of 8 hours a day or 48 hours a week is overtime.
Overtime work is in principle prohibited. Overtime is only permissible for up to 2 hours a day, or
20 hours a month, or 100 hours a year, and only in the following exceptional circumstances listed
in Article 67:
The rate of payment for overtime work is more than the rate in the normal working hour.
The proclamation defines the overtime payment in Article 68 (1). The overtime payment
ranges from a rate of one and one quarter (1 ¼) of the ordinary hourly rate (from 6 a.m. to
10 p.m.) to two and one half (2 ½) on public holidays.
Any worker is entitled to uninterrupted annual leave with pay. As per Article 77, the
annual leave in no case be less than14 ‘working days’, plus one working day for every
additional year of service. Article 76 forbidden to pay wages in lieu of the annual leave.
Page 36 of 42
Sick leaves and public holidays are also items of minimum working conditions. Where a
worker is rendered incapable of work owing to sickness he shall be entitled to a sick
leave of up to six months per year. The payment for the period of sick leave is:
Public holidays observed under the relevant law are also non working days and at the same time
paid holidays. An employee who works on a public holiday is entitled to the double of his or her
ordinary hourly wages.
Article 35 of the Constitution of Ethiopia grants the right to maternity leave with full pay. A
pregnant employee is not permitted to perform where it could be hazardous to her or the
child's health. Night work is not generally prohibited, nor shall she be assigned to overtime-
work.
Moreover she shall not be given an assignment outside her permanent place of work and
be granted time off for medical examinations.
Female employees are entitled to maternity leave, which is to start from 30 days prior to
due date of birth (pre natal), and end not less than 60 days after birth of the child (post
natal). Maternity leave is classified as paid leave. A nursing employee does not enjoy
special legal protection.
An employer shall take the necessary measure to safeguard adequately the health and
safety of the workers. (Article 92) Corresponding to the obligation of the employer a
worker is also duty bound to make proper use of all safeguards, safety devices and other
appliance furnished for the protection of his health or safety and for the protection of the
health and safety of others.
Page 37 of 42
3) Unilateral termination or termination by either the employer or employee
A Expiry of the period or on the completion of the work where the contract of employment
is for a definite period or piece work;
B Death of the worker;
C Retirement of the worker in accordance with the relevant law;
D When the enterprise ceases operation permanently or due to bankruptcy or for any other
cause; or
E Where the worker is unable to work due to partial or permanent incapacity.
The parties (employer and employee) may terminate their contract of employment by agreement.
Yet, a waiver by the worker of any of his/her rights under the law has no legal effect. In addition,
the termination by agreement is effective and binding on the worker only where it is made in
writing.
Unilateral termination
This is the case where either the employer or the employee unilaterally calls for the termination
of contract of employment. These take two forms.
Resignation
Generally a worker can terminate the contract of employment (resign) giving prior notice of
fifteen days. The worker may also terminate his/her contract without notice for good cause
(constructive dismissal) such as in the following cases:
Where the employer has committed against him/her any act contrary to his/her human
dignity and morals or other acts punishable under the Penal Code;
In the case of imminent danger threatening the worker’s safety or health, the employer,
having been made aware of such danger, failed to act within the time-limit in accordance
Page 38 of 42
with an early warning given by the competent authority or appropriate trade union or the
worker him/herself to avert the danger;
If the employer has repeatedly failed to fulfil his/her basic obligations towards the worker
as prescribed under the LP, collective agreements, work rules or other relevant laws.
Where a worker terminates his/her contract of employment for the above reasons, he/she must
inform the employer, in writing, of the reasons for termination and the date on which the
termination is to take effect. However, the worker’s right to terminate such contract lapses after
fifteen working days from the date on which the act occurred or ceased to exist.
Dismissal
A contract of employment may only be terminated, at the employer’s initiative, where there are
grounds connected with the worker’s conduct or with objective circumstances arising out of the
worker’s ability to do his/her work or the organizational or operational requirements of the
enterprise. In this case, the dismissal may be summary dismissal (without notice) or ordinary
dismissal (with notice).
A contract of employment shall be terminated without notice on the following grounds only. If
any of the following things happen the employer is entitled to terminate the employment of a
worker without being required to give the employee a notice period (i.e. from one to three
months period based on the workers service period).
Page 39 of 42
10. Take away property from the work place without the express authorization of the
employer
11. Report for work in a state of intoxication
12. Except for HIV/AIDS/ test, refuse to submit himself for medical examination when
required by law or by the employer for good causes.
13. Refuse to observe safety and accident prevention rules and to take the necessary safety
precautions
14. Commission of other offences stipulated in a collective agreement as grounds for
terminating a contract of employment without notice.
15. Absence from work due to a sentence of imprisonment passed against the worker for
more than 30 days;
Where an employer terminates a contract of employment because of the above reasons, he shall
give written notice specifying the reasons for and the date of termination within 30 days. The
right of the employer to terminate the contract due to the above provisions lapses after 30
working days from the date that the employer has knowledge of the ground for the termination.
The following are sufficient grounds for the termination of a contract of employment with notice.
1. The worker’s manifested loss of capacity to perform the work to which he has been assigned
or his lack of skill to continue his work,
2. If the worker, for reasons of health or disability, permanently, is unable to carry out his
obligations under the contract of employment,
3. The worker’s unwillingness to move to a locality to which the undertaking moves,
4. When the post of the worker is cancelled for good cause and the worker cannot be transferred
to another post.
The notice of termination by the employer shall be handed to the worker in person. Where it is
not possible to find the worker or he refuses to receive the notice, it shall be affixed on the notice
board in the work place of the worker for ten consecutive days.
Period of Notice
Period of notice means the number of days the employer should give for the worker before the
termination of the contract. This Period of notice ranges from one to three months based on the
period of service of the worker.
1. One month in the case of a worker who has completed his probation and has a period of
service not exceeding one year,
Page 40 of 42
2. Two months in the case of a worker who has a period of service a above one year to nine
years,
3. Three months in the case of a worker who has a period of service of more than nine
years,
4. To months in the case of a worker who completed his probation and whose contract of
employment is terminated due to reduction of work force.
Reduction of workers
The other ground of dismissal in Ethiopia is Reduction of Workers. Reduction of workers can be
made when the following requirements are fulfilled.
1. Fall in demand for the products or services of the employment resulting in the reduction
of the volume of the work and profit of the undertaking & there by resulting in the
necessity of the reduction of the work force,
2. A decision to alter work methods or introduce new technology with a view to raise
productivity resulting in the reduction of the work force,
3. Any event which entails direct and permanent cessation of the worker’s activities in part
or in whole resulting in the necessity of a reduction of the work force.
Reduction of workforce is said to occur when the above grounds occur, and affect a number of
workers representing at least ten percent of the number of workers employed or, in the case of an
undertaking where the number of employees is 20-50 a reduction of workers affecting at least 5
employees over a continuous period of not less than 10 days can be made. In this case, the
employer in consultation with the trade union or its representative shall give priority of being
staying in job, for those workers having higher rate of productivity and best skills. In the case of
equal skill and rate of productivity, the workers to be affected first by the reduction shall be in
the following order.
A worker who intends to challenge the validity of his or her termination must file a submission
before a regional first instance court. If the termination proves to be unlawful, the proclamation
gives the choice of remedies. The court may:
Page 41 of 42
Order the employer to reinstate the employee from any date not earlier than the date of
dismissal.
Order the employer to pay compensation to the employee.
The compensation will be paid in addition to the severance payment. There are, however, certain
limits on compensation. The compensation will be hundred and eighty times the average daily
wages and a sum equal to the remuneration for the appropriate notice period in the case of an
unlawful termination of permanent worker, and a sum equal to the wages that the worker would
have obtained until the lawful end of his contract. Compensation to be paid by the worker who
has terminated his or her contract contrary to the provisions of the Proclamation shall not exceed
fifteen days wages of the worker.
Page 42 of 42