COUNCIL OF LEGAL EDUCATION

HUGH WOODING LAW SCHOOL

St. Augustine

YEAR II 2016/2017

CIVIL PROCEDURE AND PRACTICE II

Course Director: Ms. Paula Pierre

WRITTEN ASSIGNMENT NO. 2

Instructions to Students:

1. The grades awarded in this assignment will be utilized for purposes of final grading.

2. Every assignment must be submitted under cover of the official cover page. A blank copy
of this cover page will be emailed to you via the Office of the Registrar.

3. Where necessary, the question(s) may be answered in accordance with the law of the
territory of the student’s choice; such law should be stated at the top of the cover page.

4. The answer must be type-written using 1.5 line spacing with 12 pitch (font size 12) on white
paper of 8½" x 11" with a 1½" margin on the left hand side.

5. Where a word limit is prescribed the total word count, as generated by a computer
programme, must be printed at the end of the assignment. Students who exceed the word
limit by more than 15% shall be awarded one grade lower than the grade that the
paper would otherwise have received.

6. The use of footnotes and/or endnotes is prohibited.

7. Assignments must be deposited VIA TWEN AND IN THE DESIGNATED BOX, located
in the general office, between 8:00 a.m. and 3:00 p.m. Monday to Friday but not later than
2:30 p.m. on Monday, January 23, 2017. Assignments will not be returned to you, after
they have been submitted.

8. Copies of assignments transmitted by facsimile (fax) machines or e-mail will not be

accepted and will not be submitted for grading.

9. Students are required to identify their scripts by the use of their I.D. numbers instead
of their names; these numbers should be written clearly on the bottom right-hand
corner of the cover page, and on every page of the assignment.

—o0o—
January 9, 2017
 COUNCIL OF LEGAL EDUCATION
HUGH WOODING LAW SCHOOL
St. Augustine

Year II 2016/2017
Course Director: Ms. Paula Pierre

CIVIL PROCEDURE AND PRACTICE II

CORPORATE PRACTICE AND PROCEDURE
WRITTEN ASSIGNMENT NO. 2

You have recently been appointed Secretary to the Board of Directors and principal legal advisor
of Construct It Limited, which is a privately owned general contractor. The company employs
over 1,500 unionised staff and has revenues in excess of $1.5B last year.

In preparing for your first board meeting next week the Chairman (the Chair) has identified four
(4) issues which form part of the agenda:

Issue A

The Chairman (the Chair) wants to place a substantial order valued at $25.M to purchase earth
moving and lifting equipment by direct order from a supplier who is related to him. The Chair’s
view is that an open tender process would take too long and a selective tendering process would
be unnecessary because the proposed supplier previously supplied equipment quickly and at a
competitive price.

Issue B

The Chief Executive Officer’s (the CEO) wife is a director of a company which has been
retained by Construct It Limited to provide software for an electronic stores and procurement
system which, when commissioned, would save Construct It Limited millions of dollars
annually.

The CEO who sits on Construct It Limited’s Tenders Committee as a non-voting member did not
disclose the familial relationship and an unsuccessful bidder has now legally challenged the
retention.

Issue C

The commissioning of Construct It Limited’s new electronic stores and procurement system
would cause over 200 employees to be retrenched. The Union has threatened to shut down work
on the construction of a highway which will severely embarrass Construct It Limited and expose
it to onerous liquidated damages claims from the ensuing construction delays.

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The CEO strongly recommends a deferment of the proposed retrenchment but Construct It
Limited’s majority shareholder is extremely concerned about the losses that would be occasioned
by the delay in commissioning the system.

Issue D

Construct It Limited’s annual general meeting is scheduled for next month and the Chair has
been informed by the majority shareholder that it wishes to nominate its own directors to replace
two incumbents. One of the nominees has strong political connections and the other has links to
a competitor.

The shareholder has threatened a shareholder’s revolt at the annual general meeting if its
nominees are not appointed and the Chair is anxious to avoid an embarrassing election.

The Chair has asked you to prepare a written opinion treating with each of these issues (no more
than 300 words per issue) with reference to the law in your jurisdiction advising him as to:

(i) the relevant legislation and corporate governance principles (if any); and

(ii) the procedures to be adopted when the issue is raised at the board meeting so that
it can be conclusively determined.

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January 9, 2017