1.

Factors to consider when selecting a business form

2. Injunction & its types
3. Breach of contract & kinds of damages
4. Memorandum of association & articles of association
5. Agents & its types
6. Provincialism
7. Single member company (SMC)
8. What is intellectual property & how do you acquire a
patent?
9. Property, division of property & its types
10. Litigation
Q1-5 Factors to Consider when selecting a
Business’s Form

• Significant factors to consider in selecting the

best organizational form for a
particular business activity include:
– The cost of creating the organization
– The continuity or stability of the organization
– The control of decisions
– The personal liability of the owners
– The taxation of the organization’s earning and its
distribution of profits to the owners
 Q2- What is Injunction?

A court order by which an individual is required to

perform, or is restrained from performing, a
particular act.
TYPES
Preliminary
Preventive
Permanent
Mandatory
 Preliminary injunction
• A preliminary or temporary injunction is a provisional
remedy that is invoked to preserve the subject matter in its
existing condition.
• The main reason for use of a preliminary injunction is the
need for immediate relief.
• Preliminary or temporary injunctions are not conclusive as
to the rights of the parties, and they do not determine the
merits of a case or decide issues in controversy.
• They seek to prevent threatened wrong, further injury, and
irreparable harm or injustice until such time as the rights of
the parties can be ultimately settled.
• For example, during the Florida presidential-election
controversy in 2000, the campaign of GEORGE W. BUSH asked
a federal appeals court for a preliminary injunction to halt
the manual counting of ballots. It sought a preliminary
injunction until the U.S. Supreme Court could decide on
granting a permanent injunction.
 Preventive injunctions
• An injunction directing an individual to refrain
from doing an act is preventive injunction.

• This type of injunction prevents a threatened

injury, preserves the status quo, or restrains the
continued commission of an ongoing wrong, but
it cannot be used to redress a consummated
wrong or to undo that which has already been
done.
 Mandatory Injunctions
• Mandatory injunction is an injunction which
orders a party or requires them to do an
affirmative act or mandates a specified course of
conduct.

• Because mandatory injunctions are harsh, courts

do not favor them, and they rarely grant them.
Such injunctions have been issued to compel the
removal of buildings or other structures
wrongfully placed upon the land of another.
 Permanent injunction
• A permanent or perpetual injunction is one
that is granted by the judgment that
ultimately disposes of the injunction suit,
ordered at the time of final judgment.
• This type of injunction must be final relief.
Permanent injunctions are perpetual,
provided that the conditions that produced
them remain permanent.
• They have been granted to prevent blasting
upon neighboring premises, to enjoin the
dumping of earth or other material upon land,
and to prevent Pollution of a water supply.
 Q3- Breach of contract
Breach of contract is a legal cause of action in which binding
agreement or bargained-for exchange is not honored by one
or more of the parties to the contract by non-performance or
interference with the other party's performance.
• Time:
• Action: i. Actual beach occurs where
Failure to perform precisely one party refuses to
and exactly his obligation perform his obligation on
under the contract without due date or performs
any legitimate legal excuse. incompletely.
• Example: ii. Anticipatory breach occurs
where one party
i. not completing a job announces, in advance of
ii. not paying in full/on time the due date, that he
iii. failure to deliver the goods intends not to perform his
obligation.
 The breach of contract concept
The innocent party has two options:
1. He may elect to treat the contract as still valid,
complete his obligation and sue for payment from
other side.
2. He may treat the contract as discharged and bring a
action for damages for breach of contract immediately.
• There are 4 broad kinds of breach of contract
• Minor breach
• Material breach
• Fundamental breach
• Anticipatory breach
MINOR BREACH:
• A minor or partial breach is when the non-breaching party of
the contract is not entitled to an order for performance of its
obligations but only to collect the damages for which they are
owed. For instance,
MATERIAL BREACH:
A material breach is when there is a failure to perform a part of a
contract that permits the other party of the contract to ask for
damages because of the breach that has occurred.
FUNDAMENTAL BREACH:
A fundamental breach of a contract is when the person that has
had the contract breached against can sue the breaching party
for damages incurred as well as terminate the contract if they
wish to do so.
ANTICIPATORY BREACH:
An anticipatory breach of a contract is when the non-breaching
party realizes that the other party of the contract will fail to
perform his or her part of the contract in the future and can
terminate the contract and sue for damages before the breach
 Q4- Memorandum of
Association
The Memorandum of Association (MOA) is a document that
regulates a company's external activities and must be
drawn up on the formation of a registered or incorporated
company. As such, its preparation prior to the
commencement of business is an absolute necessity.

The document can be inspected by anyone, including the

general public when asked. The MOA is kept at the
Registered Head Office of the Company, the location of
which is also mentioned in the MOA.
 Contents of MOA
The document must contain the following information:
1. The name of the company.
2. The province in which the registered office is situated in
3. The objectives of the company
4. What you are authorized to do in order to achieve the outlined
business objectives
5. Activities that you will not engage in
6. Any and all provisions of the company
7. The liabilities of all the stated members, whether limited by
shares or by guaranty
8. The amount of authorized capital of the company, including the
division of the ordinary shares
9. Any and all changes that can be made to the share capital
10. The names of the people/subscribers who the shares are given to
11. Witness attestations
 Articles of Association
A document that specifies the rules and regulations
relating to the management of the Company’s internal
affairs.

Defines the company's purpose and lays out how tasks are
to be accomplished within the organization.

Defines the rights, powers and duties of the Management.

A public company limited by shares may register its own

Articles of Association.

In simple words, the AOA, together with the

MOA, is the constitution of the company.
 Contents of AOA
1. Names, Address, Qualification of the Chairman, Managing
director, Directors, Auditors and their Appointment and election.
2. The term period for which the directors will hold their position
in the company.
3. The Salaries, Allowances, Fees etc. of the Chairman, Directors and
Auditors.
4. Procedure of Audit to be followed.
5. Prospectus of the company.
6. Company meetings, and procedures for calling these meetings.
7. Premium or discount on shares.
8. Calls on shares; their transfer procedure.
9. Borrowing procedures of the company; Dividends and reserves
of the company.
10.Procedure of the winding up the business(under Article 297 till
305)
11.Seal of the Company.
 Q5-Who can be an AGENT?
As between the principal and third persons any
person may become an agent, but no person
who is not of the age of maturity and of sound
mind can become an agent, so as to be
responsible to his principal according to the
provisions in that behalf herein contained.
- Section 184
• Sub agent: An agent appointed by the original agent is called a sub
agent. He is under the control of the original agent to the business of
the agency (Sec 191).
• Co-agent: When two or more persons are appointed as agents by the
principal to act as such jointly or severally, they are called Co-Agents.
Co-Agents should concur together in exception of their authority to
bind the principal. Unless contrary is proved, they are jointly
responsible. An agent who is appointed as co-agent must exercise
some amount of discretion as a man of ordinary prudence would
exercise in his own case. If he does this, he is not responsible to the
principal for acts of negligence of the co-agent.
• Substitute agents: (Secs 194 & 195) Where an agent holding an express
or implied authority to name another person to act for the principal in
the business of the agency, has named another person accordingly,
such person is not a sub agent, but an agent of the principal for such
part of the business of the agency as is entrusted to him. Such as agent
is called substitute agent. A substitute agent is the agent of the
principal and as much he is responsible to the principal.
 Broker

Classification and
Types of Agents
General Agents
Extent of
Factor
Authority
Special Agents
Commission Agent
Mercantile Agent
Auctioneer

Banker

Nature of work Del-Credere

performed
Attorney

Solicitor

Non-Mercantile
Insurance
Agent

Wife

Election
 Q6- PROVINCIALISM
• Pakistan is divided into four provinces and 132 districts. KP is divided into seven divisions and
34 districts; Balochistan into seven divisions and 33 districts; Punjab into nine divisions and
36 districts; and Sindh into seven divisions and 29 districts.
• Pakistan emerged as an independent state in 1947, on the partition of British India into two
sovereign states in South Asia. The dominion which consisted of modern-day Pakistan and
Bangladesh was created for the Muslims of the Indian sub-continent, theoretically with
majority areas of the Muslim population. The territory of Pakistan was a federation of five
provinces, namely East Bengal, West Punjab, Balochistan, Sind and the North-West Frontier
Province (NWFP) along with princely states within the geographical boundaries of the provinces
and others willing to accede to Pakistan. Bangladesh separated from Pakistan in 1971 and at
present, Pakistan consists of four provinces, Gilgit-Baltistan, Islamabad Capital Territory and
Federally Administered Tribal Areas.
• Administratively, districts are created when the population of a district becomes too
challenging to administer and provide civic amenities to.
• Although technology, road networks and mobility are improved, these developments have not
necessarily improved public service delivery. For instance, Quetta extends over 3,501 square
kilometres, with a population of one million, and is divided into three tehsils; Karachi with 21m
people, spread over 3780 sq km, is divided into 31 tehsils. In Peshawar, there is only one tehsil
for a population of 1.97m over 1,257 sq km. Lahore, spread over 1,772 sq km and inhabited by
11m, is divided into five tehsils. On what grounds are new divisions and districts really created?
• "The hasty creation of districts benefited local politicians and government functionaries, but
not the common folk. A few districts were created for the purpose of
strengthening the political clout of powerful families. More districts lead to
more government jobs, but there is no systemic apparatus to assess the
service delivery at police stations, lower courts, hospitals and schools"
• the improvement of public service delivery requires allocation of more
resources, effective management and synchronisation of the criminal
justice system and law enforcement.
• increased the number of districts, without synchronisation of the
administrative and law-enforcement apparatus, The changed administrative
dynamics in KP also increased the number of districts in Malakand division
to eight. The Local Government Ordinance 2001 notified Malakand agency
as a district and 24 departments were devolved, but without a police
department. Can a district government without modern police function
well?
• To avoid political discretion, the creation of administrative districts must
be protected through a parliamentary act which should mandate a
commission to assess revenue potential, financial implications of upgrading
existing facilities, employment opportunities, public facilitation,
infrastructural development, rescue response and crime management.
1. KARACHI 16. QUETTA
2. SINDH SOUTH 17. NORTHERN BALOCHISTAN
3. SINDH NORTH 18. SIBBI
4. MIRPURKHAS 19. NASIRABAD
5. INTERIOR SINDH 20. INTERIOR BALOCHISTAN
6. SINDH EAST 21. MAKRAN
7. RAWALPINDI 22. MALAKAND
8. SARGODHA 23. HAZARA
9. FAISLABAD 24. MARDAN
10. GUJRANWALA 25. PESHAWAR
11. LAHORE 26. KOHAT
12. SAHIWAL 27. BANNU
13. DG KHAN 28. DI KHAN
14. SOUTH PUNJAB 29. FATA
15. BAHALWALPUR 30. GILGI BALTISTAN
 Q7-Single Member Company (SMC)
• Owned by a single person.
• Any company registered as Single Member under Company law
2003 as a single member company.
• Or any private company changed its status to SMC according to
Company law 2003.
• All the rules and regulation of Company ordinance 1984 applied
to SMC, similar to private company.
• Concept of (SMC) was first introduced by European Union in
1992.
• Pakistan is the pioneer country in Asian countries to introduce
and adopt the novel concept of a Single Member Company.
• The Securities and Exchange Commission of Pakistan (SECP) has
finalized the Companies Rules, 2003 to set forth the laws
regulating a Single Member Private Limited Company.
• Following procedure for registering SMC
– File with the registrar at the time of incorporation as SMC
– Documents similar to private company. Proper
documentation of decisions taken, Such documentation
would avoid future disputes.
– Form S1:
Indicating at least two individuals to act as nominee director
and alternate nominee director in the event of his death.
• Core Objective:
– To facilitate sole proprietorships to avail corporate status.
– Extended Advantage of limited liability
– Rights and privileges of a distinct legal entity.
– To stimulate documentation of the economy.
 Benefits of Single Member Company
(a) a distinct legal entity, separate from single member
(b) limited liability of the member
(c) elevated entity status, long life of enterprise having perpetual succession
(d) compact organizational structure
(e) defined legal frame work
(f) part of documented and regulated sector
(g) simple corporate record
(h) enhanced authority, responsibility and accountability leading to high level
of credibility:
(i) protection of personal assets
(j) transferability of ownership/shares
(k) agency relationship, relation between company and single members
would be that of principal and agent
(l) better access to capital markets
(m) easy to raise funds, and
(n) Receive tax advantages on certain payments, such as insurance, lease
rentals and other expenses being tax-deductible.
 Q8- Intellectual Property

• Intellectual property, often known as IP, allows

people to own their creativity and innovation in
the same way that they can own physical
property. The owner of IP can control and be
rewarded for its use, and this
encourages further innovation and creativity
to the benefit of us all.
Intellectual property is divided into two
categories:
• Industrial property
• Copyright
 How to Acquire Rights
by Application, Examination and Grant
• Patent law: A patent is a “contract” between the inventor and
the Government (Patent Office).
• Utility Patent – Granted for a process,machine or manufacture,
or composition of matter or an improvement thereof.
Designated with numbers.
Whoever invents or discovers any new and useful process,
machine, manufacture, or composition of matter, or any new
and useful improvement thereof, may obtain a patent therefor,
subject to the conditions and requirements of this title.
• Design Patent – Protects the ornamental design for an article of
manufacture. Only protects the appearance…not the utility.
Document numbers preceded by letter “D”. Whoever invents
any new, original, and ornamental design for an article of
manufacture may obtain a patent. (35 U.S.C. § 171).
• Plant Patent – granted on any distinct and new variety of an
asexually reproduced plant. Document numbers preceded by
“PP”. Whoever invents or discovers and asexually reproduces
any distinct and new variety of plant, including cultivated spores,
mutants, hybrids, and newly found seedlings, other than a tuber
propagated plant or a plant found in an uncultivated state. . . (35
U.S.C. § 161)
 Q9- Property

• Property is any physical or virtual entity that is owned by an

individual or jointly by a group of individuals. An owner of
property has the right to consume, sell, rent, mortgage,
transfer and exchange his or her property. Important widely-
recognized types of property include real property (land),
personal property (other physical possessions), public
property and intellectual property (rights over artistic
creations, inventions, etc.), although the latter is not always as
widely recognized or enforced.[4] A title, or a right of
ownership, is associated with property that establishes the
relation between the goods/services and other individuals or
groups, assuring the owner the right to dispense with the
property in a manner he or she sees fit.
 Two basic divisions of Property
• There are two basic divisions of property
– Real Property
Real Property means ownership and interests in land such as
mining rights or leases
– Personal Property
All other type of resources are protected under the law of
personal property
TYPES OF PROPERTY
• The law allows resource ownership into various types.
FEE SIMPLE
Fee simple represents the maximum estate allowed under
law, the owner having the fullest legal right and power to
possess, use, transfer the land.
LIFE ESTATE
A Life Estate grants an ownership in land for the life time of
a specified person
 Q10- Litigation: An overview
• Pleadings
• Trial
• Witnesses Examination
• Findings
• Judgement
PARTIES IN LITIGATION
1. Plaintiff:
- Party who files the lawsuit.
2. Defendant:
- Party being sued.
Standing to Sue requires
1. Litigation must involve a case or controversy.
2. Plaintiff must have a personal stake in the resolution of the controversy.
3. Must have a cause of action.
4. Provides for adversarial relationship which helps to sharpen issues.
5. Prevents courts from deciding abstract legal questions of wide public
significance, which are best decided by the legislature.
1. Pleadings
Complaint filed by the plaintiff and it includes
• Basis for jurisdiction.
• Facts on which claim is based.
• Relief plaintiff is seeking.
PLEA BARGAINING
• Not a part of the juvenile court originally, not seen as necessary
because the court was there to help
• Increasing role of the prosecutor
• Most states have now addressed and regulate the practice, but
the amount of regulation varies widely
• More formal in urban areas.
• Considerable debate over whether it should be used in the
juvenile system
• It appears to be much less common in the JJS as compared to
the adult system, but on the increase
• Less common because some of the incentives to plea bargain
are less important in the juvenile system (i.e. dropping a felony
to a misdemeanor)
2. The Trial
The aim of a criminal prosecution is to punish the
offender with financial penalties or imprisonment.
Trial steps
1. Voir dire- Parties and their attorneys select jury
2. Attorneys present opening statements
3. Plaintiff presents evidence through witnesses
4. Defendant moves for directed verdict
5. Defendant presents evidence through witnesses
6. Attorneys present closing arguments
7. Court instructs jury on the law
8. Jury deliberates and makes decision (Verdict)
9. Judge enters judgment on verdict
10. Losing party files post trial motion
3. Witnesses Examination
1. The judge has some control over an attorney's examination of
witnesses and can dictate the form of the questions presented to the
witness.
2. The judge has discretion to stop repetitive or annoying questioning.
3. An attorney may not ask his/her own witness a leading question
which implies, suggests or prompts the witness to give a particular
answer.
4. A witness can be asked to identify demonstrative evidence such
as documents and photographs.
5. Generally, a witness cannot give an opinion or draw a conclusion
from the evidence unless he/she has been qualified as an expert
witness.
6. The attorney for the defendant (the person being sued) can make
objections to the witness's testimony.
7. The judge either sustains (grants) the objection or overrules (denies)
it and allows the witness to answer the question.
4. Jury- Fact finding body
• In Pakistan we do not have trails by Jury
• In trail systems where jury is used, it
comprises of “laymen”.
• The Jury will decide the question of law.
• The verdict of the jury is usually unanimous.
• The judge generally follows the verdict.
5. JUDGE
• The judge presides the trail
• The judge decides the question of Law in a
trail.