CONFIDENTIAL

FACULTY OF LAW

UNIVERSITI TEKNOLOGI MARA

FINAL ASSESSMENT

COURSE NAME : INTRODUCTION TO PARTNERSHIP AND

COMPANY LAW/PARTNERSHIP AND COMPANY
LAW
COURSE CODE : LAW346/LAW330
ASSESSMENT : 22 JULY 2021 (9.00 AM)
RELEASE DATE :
ASSESSMENT : 22 JULY 2021 (5.00 PM)
LAST SUBMISSION
DATE

INSTRUCTIONS TO CANDIDATES

1. This final assessment is an individual assessment which consists of two (2) parts:
a. Part A consists of 4 questions;
b. Part B consists of 2 questions.

2. Answer all questions in Part A.

Answer only one (1) question in Part B.

3. Answer the questions in English.

4. Softcopy of the answers must be in PDF format and submitted via Google Classroom on or
before the last submission date/time. Late submission will not be tolerated. The file must be
named according to this format: Group (capital letters) followed by student’s Name (capitalize
each word) e.g. JAC1104A Ahmad Ariff Bin Suhaimi.

5. Students should use Arial with the following font size:

a. Text: 11 points;
b. Name of cases: 11 points, bold;
c. Provisions in legislation: 11 points, bold.

Other fonts are not acceptable. The text in the paper should be typed in one and half spacing
(1.5). All text must be justified left and right.

6. The length of answers must not exceed 20 pages. Please provide page number at the bottom
right of each page. Cover sheet should not be counted for this purpose.

© Hak Cipta Universiti Teknologi MARA

CONFIDENTIAL
FACULTY OF LAW
7. Please submit the final assessment together with cover sheet which consists of the following
details:
a. Course name and code;
b. Student’s name and student’s number;
c. Lecturer’s name.

8. Students are required to fill in Akujanji Pelajar Menduduki Penilaian Akhir which must be
attached together with the answer.

© Hak Cipta Universiti Teknologi MARA

CONFIDENTIAL
FACULTY OF LAW

PART A

QUESTION 1

In a partnership, differences between the partners may arise in conducting the business.
Explain how partners may deal with these differences with reference to the Partnership Act
1961.
(5 marks)

QUESTION 2

Johan and Nazree formed a partnership known as Brilliant Choice Enterprise. One day, Johan
had a stroke and became paralyzed. Currently, he is undergoing a treatment with a specialist.
Nazree intends to dissolve the partnership. Can Nazree do so? Support your answer with
relevant statutory provisions and decided cases.
(5 marks)

QUESTION 3

Corporate veil may be lifted by the court where the company is used to avoid an existing legal
duty.

Explain this statement with reference to decided cases.

(5 marks)

QUESTION 4

Explain the doctrine of ultra vires under the Companies Act 2016.
(5 marks)

(Total: 20 marks)

PART B

QUESTION 1

Raiyan is a promoter of Alfa Bena Sdn Bhd, a construction company. He had sold a piece of
land to the company which he bought earlier with the intention to sell it to the company after
the company is incorporated. He had made profit from the sale by selling the land that he
purchased at RM100,000 at the sale price of RM130,000. The sale was approved by the board
of directors who had been appointed by Raiyan. The newly appointed board of directors had
only discovered the fact after the completion of the transaction and decided to sue Raiyan for
the recovery of the profit made by him.

Advise Alfa Bena Sdn Bhd on whether they can sue Raiyan.
(20 marks)
.
QUESTION 2

Sarip, Murad and Harun are the shareholders of Berkat Usaha Sdn Bhd. Sarip holds the
majority of shares in the company. He was appointed as a director to manage the company

© Hak Cipta Universiti Teknologi MARA

CONFIDENTIAL
FACULTY OF LAW
as he had the expertise in the business ran by the company. He was then diagnosed with
brain cancer at stage 4. Due to his illness, Sarip had entered into a contract with the company
for the payment of pension to his wife, Salmah, after his death as Salmah is a full-time
housewife and she has no source of income. After Sarip’s death, Salmah claims for the
payment of pension from the company. Murad and Harun objected to the claim on the ground
that Sarip had breached his duty as a director.

Advise the parties whether Sarip had breached any of his duties as a director.
(20 marks)

END OF QUESTION PAPER

© Hak Cipta Universiti Teknologi MARA