ANGEL

On 13 October, 2014, Angel who lives in Kabwe and is involved in the sale of scrap metal saw
an advert for an auction sale in Lusaka by Fredjoe for scrap metal on 15 October, 2014. He
travelled to Lusaka and on arrival found that the same had been cancelled. He is mad and
wants a refund. A week later, Fredjoe holds the auction and John makes an offer for a piece of
copper but before the auctioneer hit the gavel, John withdrew his offer. There being no further
offers, the piece remained unsold. Fredjoe threatens to sue. Additionally and in an unrelated
matter, 3D Ltd have used Shady transport Ltd for a number of years. On this occasion, the
Managing Director of 3D telephoned Shady transport Ltd and arranged for the transportation of
some expensive laptop computers to a customer. Shady transport confirmed the order by
sending a notice to this effect. However, due to driver error, the vehicle carrying the laptops
overturned and all the laptops were destroyed. Shady transport has informed 3D Ltd that they
intend to rely on the following clause: “Shady transport Ltd will not accept any liability
for loss or damage caused to customers’ property during transportation, no matter
how the loss or damage was caused. Customers are advised to take out their own
insurance”. Shady transport has pointed out that the clause appears in a notice prominently
displayed outside the entrance to the company’s offices, and is reproduced on the back of all
invoices, receipts and confirmation of order notices issued by the company.
Required:
(a) With reference to the above scenario, advise the parties as to their rights and obligations
under the contract. (8 marks)
(b) Explain on whether Shady Transportation Limited can succeed in relying on the clause. (7
marks)
(c) List any five (5) way to Fredjoe in which an offer can be terminated. (5 marks)

Company Articles
(a) The company’s articles state that the company has been formed solely in order to produce
and sell toy guns and anything related to that particular business. The articles further provide
that the Board must secure a shareholder resolution approving any contract to commit the
company for more than ZMW 700,000.00.
Annually, the Board of Directors approves a list of personnel authorized to enter into contracts
on behalf of the company with third parties. The company however has debt and decided to
involve itself in drug supply. One major shareholder is dissatisfied with the change of company
objectives and would like to have this company wound up.
Required:
Explain to the major shareholder the suitable mode of winding up this entity.
(10 marks)
(b) It is stated that a company may decide to alter its share capital upon the stipulated
procedure.
Required:
Explain the procedure for alteration of share capital. (10 marks)