BM-EBL BUSINESS AND CORPORATE LAW
REVISION PACK
15 October 2022
Legal concept
1. Sources of law
2. Court structure
3. Jurisdiction of courts (superior
courts)
4. Interpretation of statutes:
Literal rule
5. Interpretation of statutes:
Golden rule
6. Interpretation of statutes:
Mischief
7. Interpretation of statutes:
Ejusdem generis
8. Interpretation of statutes:
Noscitur socii
9. Interpretation of statutes:
Expressio unis est exclusio
alterius
10. Contract: Formation
11. Contract: Terms
12. Contract: Exclusion clauses
13. Contract: Privity
14. Contract: Actual breach
meaning and claimant’s
options
15. Contract: Anticipatory breach
meaning and claimant’s
options
16. Contract: Specific
performance remedy
17. Contract: Damages as
Synopsis
Constitution of Botswana; legislation; Case law;
Customary law; international law; Roman-Dutch Law
CoA; HC; IC; Magistrates; small claims; customary courts
High Court: Original and appellate jurisdiction
Industrial Court: Specialized court for
employment/industrial cases only
Court of Appeal: Appellate jurisdiction; original
jurisdiction only on a decision on a point of law referred
to the CA by the HC.
This rule interprets words in their direct ordinary
meaning.
This rule is used to remove any absurd outcome from the
literal rule application
This rule is meant to remove the hidden meaning and
mischief that the parliament initially intended to
remove.
General words used after specific words derive their
meaning from the specific words.
Meaning of a word can be derived from the other words
used in the same sentence as it
This rule states an interpretation only includes words
that have been used. What is not mentioned is excluded.
There needs to be an offer, acceptance, and an intention
to create legal relations.
These are rules used to govern a relationship between
two parties in a contract, if terms are not followed it
could lead to a breach of contract. Material terms;
Immaterial terms; implied terms; express terms.
It’s a term that restricts parties from the responsibility of
being held liable.
Its contract term used to describe parties that are
directly part of a contract. Exceptions; CALEB
This is when a party privy to a contract fails to perform
an obligation when time has arrived. Claimant can sue
for specific performance or be compensated with
damages.
This is when a party privy to a contract does not
anticipate on performing an obligation but time for it has
not arrived. Claimant can sue for specific performance
when it’s time for the performance or be compensated
with damages.
This is when party that has caused a breach of contract is
told by a judge to perform their obligation. NAPO HARCE
This a monetary compensation to a party that has
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 compensatory meaning
18. Contract: liquidated damages
meaning
19. Contract: nominal damages
meaning
20. Contract: Special damages
meaning
21. Contract: General damages
meaning
22. Contract: Requirements of an
interdict
23. Contract: mandatory interdict
definition
24. Contract:
Prohibitory/restraining
interdict definition
25. Contract: mitigation of loss
meaning
26. Contract: Ending by merger
meaning
27. Contract: Ending by
prescription meaning
28. Contract: Ending by set-off
meaning
29. Delict: Requirements
30. Delict of negligence:
Requirements
31. Delict: Difference between
factual/direct causation and
indirect/legal causation
32. Delict of negligence: Res ipsa
loquitur meaning and example
33. Delict of negligence: Volenti
non fit injuria meaning and
example
34. Delict of negligence:
Contributory negligence
meaning and impact/effect on
claim
35. Agency: Formation by
agreement
36. Agency: Formation by
suffered a loss, damage or harm caused by another
party. General; liquidated; nominal; punitive; special
damages.
Agreed upon before contracting.
Minimal compensation and claimant has not suffered a
loss
This is when claimant has suffered minor loss and
defendant is responsible for costs that incurred due to
his actions. Loss is foreseeable.
For intangible loss e.g. defamation or emotional distress.
Loss must either be direct or indirect causation and if
possible claimant should have tried to mitigate his loss.
A right, the right must be infringed upon, an irreparable
harm.
This is meant to undo the breach of contract.
This prevents a party from not conducting themselves
lawfully.
The party that has made a loss must have tried to reduce
their loss in order to prove there was a genuine loss.
This is when a creditor and debtor become one. E.g.,
when a tenant buys the flat, they owed rent to.
This when the parties involved agreed on a time period
the contract would end. E.g., employment contact for 3
years.
This is when investments have matured.
Conduct; Wrongful &Unlawful; Fault; Causation;
Harm/Damage/Loss
Three questions from Lekorwe v AG (2012): was it
foreseeable, which steps should have been taken and
which steps did the defendant take.
Direct causation tells us the losses made were not
foreseeable while indirect causation says the losses must
be foresee able.
This term states that the plaintiff must prove that had
the defendant not been negligent, the plaintiff would
have never suffered a loss. (The harm speaks for itself)
(Voluntary exception of risk) The defendant claims that
the plaintiff should was aware of the risk before the
delict occurred.
This is when the plaintiff and defendant are responsible
for the delict. The judge will apportion liability to both
parties depending on how much each party contributed
to the damage caused.
This is when the principal gives power of attorney to an
agent. Will state remuneration amount and duration of
agency, established by agreement.
This is when an agent os held out by conduct to be a
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 representation/estoppel representative. The agent act
37. Agency: Ostensible/apparent Derived from the position occupied by someone in a
representative capacity, e.g. a managing director. Third
parties do not have to ask the person whether he has
authority to contract. They assume the authority is
present because of the position occupied by such a
person, or a class rep: Has certain apparent or ostensible
authority
38. Agency: Formation implied by This is when an agent is present to represent an
law incapacitated person E.g., an adult representing a minor
39. Agency: Duties of the principal Pay remuneration; Reimburse agent and indemnify
agent against third party claims if agent is an employee
40. Agency: Duties of the agent Work with care and good skill; act in good faith, not to
disclose confidential information or try to compete with
the principal and make secret profits. To perform duty
and not delegate authority. To obey instructions and be
accountable for his conduct.
41. Employment: Independent An individual or company that has been contracted for
contractor meaning their services.
42. Employment: Employee An individual that is hired under contract of services.
meaning
43. Employment: Worker an
employee or independent
contractor: Tests
44. Employment: Why distinguish
as above?
45. Employment: Duties of the
employer
46. Employment: Duties of the
employee
47. Employment: Meaning of
vicarious liability and its
requirements
48. Employment: Summary
dismissal requirements
49. Employment: Automatically
unfair dismissal
50. Employment: Requirements
for dismissal
51. Employment: Retrenchment
and its requirements
52. Employment: Constructive
dismissal and its requirements
53. Partnerships: Limited
partnership
requirements/features
54. Partnerships: Ordinary
partnership
requirements/features
55. Partnerships: Contract; 2-20; contribution; common stock; profit
Elements/definition

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56. Partnerships: Rights of
partners
57. Partnerships: Duties of
partners
58. Partnerships and companies
distinguished
59. Companies: Duties of a A fiduciary, submits returns enters into pre-
promoter incorporation contract
60. Companies: Requirements of
a pre-incorporation contract
61. Companies types: Close Minimum 1 and maximum 5 members; no shares;
company (CC) features natural persons only unless an artificial member is a
nominated to represent a natural person; no banking
and insurance business; no directors; members are the
agents/fiduciaries; a separate legal entity; members are
the owners and full controllers because there are no
directors. Ownership of a member is expressed as a
percentage.
62. Companies types: Pty features
63. Companies: Ltd features
64. Companies: Ltd by guarantee
features
65. Companies: Consequences of
incorporation
66. Companies: Lifting the veil and
grounds
67. Agency: Requirements of Agents acts without consent of the principal. P has to
formation by ratification adopt the whole contract. P must have been mentioned.
P must have contractual c[apacity.
68. Companies: Meaning of ltd
liability for a co. having shares
69. Companies: Meaning of ltd
liability for a CC
70. Companies: Co. that must
register a constitution with
the Registrar
71. Companies: Implied
constitution for a private/Pty
having shares
72. Companies: Implied
constitution for a CC
73. Companies: Implied
constitution for a public Ltd.
74. Companies: Consequences
(s.42(2)
75. Companies: Ordinary shares
features/characteristics
76. Companies; Preference shares
features/requirements
77. Companies: Stated capital
meaning

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78. Companies: Issued capital
meaning
79. Companies: Called capital
meaning
80. Companies: Uncalled capital
meaning
81. Companies: Capital
maintenance meaning
82. Companies: Capital
maintenance rules
83. Companies: Capital
maintenance exceptions
84. Companies:
Distribution/payment of
dividends requirements
85. Companies: Floating charge
features
86. Companies: Fixed charge
requirements
87. Companies: Floating charge
requirements
88. Companies: Meaning and
causes of crystallization of a
floating charge
89. Companies: Shares and
debentures distinguished
90. Companies: Appointment of
directors
91. Companies: Cessation of
directorship
92. Companies: Duties of a CS
93. Companies: Requirements of
a qualified CS for public and
non-exempt private
companies
94. Companies: Duties of auditor
95. Companies: Rights of the
auditor
96. Companies: Removal and
resignation of auditor
procedure
97. Companies: Agenda of AGM
98. Companies: Who may call a
special meeting
99. Companies: Meaning of class
meeting
100. Companies: Special
resolution requirements
101. Companies: Business
that requires a special

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 resolution
102. Companies: Methods
of holding a meeting
103. Companies:
Requirements of a valid
meeting
104. Companies: Majority
rule what is it
105. Companies: Protecting
the minority: Their remedies
106. Companies: Judicial
management (JM) meaning
107. Companies:
Requirements for placing a
company under JM
108. Companies:
Consequences of JM order
109. Companies: Duties of
a JM
110. Companies:
Outcome/result of JM process
(either x or y)
111. Companies: Members
voluntary winding up
requirements
112. Companies: Creditors
voluntary winding up
requirements
113. Companies: Winding
up by the court
circumstances/when
114. Companies: Winding
up by the court under the just
and equitable rule:
Circumstances
115. Companies: The
liquidator as a fiduciary:
Duties
116. Companies:
Consequences if some debts
are not paid by the liquidator
MCQs sample Answer
1. Which of the following is the
supreme law of Botswana:
Customary law; legislation;
International law; the
Constitution of Botswana
2. Which of these is Legislation
codified/written law: Judicial
precedent; customary law;

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 international law; legislation
3. The literal rule of Giving words their ordinary meaning
interpretation of statutes is
about: giving words their
ordinary meaning; removing
any absurdity; removing the
mischief
4. The term ‘’such farm Ejusdem generis
produce’’ in a
statute/legislation would
require which technique of
interpretation: Golden rule;
mischief rule; noscitur a socii;
ejusdem generis
5. Which of the following
compels a party to discharge
its obligation in the contract:
Mandatory interdict; specific
performance; rescission;
damages
6. Which of the following stops
or prevents a party from
breaching a contract:
Prohibitory interdict; specific
performance; damages;
rescission
7. Which of the following
describes someone who is not
a party to the contract:
Cession; privity; rescission;
vicarious liability
8. Which of the following is
commenced by members of a
solvent company to wind it
up? Judicial management;
winding up by the court;
creditors voluntary winding
up; members voluntary
winding up

Nota bene: There might be a few concepts left out. Please read and understand the same as well.