Beruflich Dokumente
Kultur Dokumente
3b FBLW
21 May 2001
Day 1 – early afternoon
INSTRUCTIONS TO CANDIDATES
Write your examination number in the boxes provided on the front of the answer book.
Write FBLW on the line marked "Subject" on the front of the answer book.
Write your examination number on the special answer sheet for section A which is on page 3 of
this question paper booklet.
Detach the sheet from the booklet and insert it into your answer book before you hand this in.
Do NOT write your name or your student registration number anywhere on your answer book.
Tick the appropriate boxes on the front of the answer book to indicate which questions you have
answered.
Each of the sub-questions numbered from 1.1 to 1.25 inclusive, given below, has only ONE correct
answer.
Question One
1.2 Which part of a case decided by the courts is binding on lower courts dealing with the
same material facts?
A Obiter dicta.
B The decision of the judge.
C The ratio decidendi.
D All the above.
(i) An employer is vicariously liable for the torts of employees committed in the course
of their employment.
(ii) An employer is vicariously liable for the torts of independent contractors, if they
were committed whilst carrying out work for the employer.
A (i) only.
B (ii) only.
C Both (i) and (ii).
D Neither (i) nor (ii).
A (i) only.
B (ii) only.
C Both (i) and (ii).
D Neither (i) nor (ii).
(i) If an agreement is stated to be “binding in honour only”, the parties have decided
that the agreement should not have contractual force.
(ii) If an agreement is not in writing, the parties are presumed to have intended that it
should not be legally enforceable.
A (i) only.
B (ii) only.
C Neither (i) nor (ii).
D Both (i) and (ii).
A enforceable.
B voidable.
C void.
D absolutely valid.
1.11 Which ONE of the following remedies for breach of contract must be awarded by the court
if there has been a breach of contract?
A An injunction.
B Damages.
C Specific performance.
D Recission.
A Payment by the debtor of less than the full amount of the debt will satisfy the whole debt at
common law, if paid early at the request of the debtor.
B Payment by a third party of less than the full amount of the debt will discharge the whole
debt at common law.
C Payment of less than the full amount of the debt will discharge the whole debt at common
law, if agreed to by the creditor.
D Payment of less than the full amount of the debt will discharge the whole debt at common
law, if extra consideration is provided by the debtor.
(i) A contractual term which attempts to exclude liability for damage to property caused
by negligence is void unless reasonable.
(ii) A contractual term which attempts to exclude liability for death or personal injury is
void.
A (i) only.
B (ii) only.
C Neither (i) nor (ii).
D Both (i) and (ii).
1.14 In relation to company law, which ONE of the following statements is correct?
1.15 Which ONE of the following statements in relation to partnership law is incorrect?
A (i) only.
B (ii) only.
C Both (i) and (ii).
D Neither (i) nor (ii).
A All new shares issued must be offered to the existing members first.
B All new shares issued for cash must be offered to the existing members first in the case of
a public company only.
C All new shares must be offered to the existing members first in the case of a private
company.
D All shares issued for cash must be offered to the existing members first.
1.19 In order for a private company to alter its Articles of Association, the shareholders must
pass
A a special resolution.
B an ordinary resolution.
C an extraordinary resolution.
D an elective resolution.
(i) In general, it is illegal for a company to provide financial assistance for the purchase
of its own shares.
(ii) A private company may provide financial assistance for the purchase of its own
shares as long as it follows the correct procedure.
A (i) only.
B (ii) only.
C Both (i) and (ii).
D Neither (i) nor (ii).
1.22 Which ONE of the following resolutions is required to enable a company to borrow
money?
A A special resolution.
B An ordinary resolution.
C An extraordinary resolution.
D A board resolution.
A The Articles of Association form a contract between the shareholders and the board.
B The Articles of Association form a contract between the shareholders and the company.
C The Articles of Association form a contract between each shareholder and the other
shareholders.
D The Articles of Association are only contractual in respect of ordinary membership rights.
(Total = 50 marks)
Question Two
(a) Identify and explain the sources of English Law.
(15 marks)
(b) Bee plc owned 5% of the shares in Cee plc and was considering making a take-over bid for
the shares in Cee plc. In December 2000, Bee plc wrote to Cee plc's auditors, A & Co,
asking if their audit report could be relied upon as representing an accurate review of the
financial position of Cee plc. Tom, the senior partner of A & Co, replied in writing that Bee
plc could indeed rely on the accuracy of their report. As a result, Bee plc submitted a take-
over bid and gained control of the entire share capital of Cee plc. Bee plc has now
discovered that Cee plc's assets are worth far less than stated by A & Co in their audit
report. Bee plc considers this to have been caused by A & Co carelessly overvaluing
Cee plc's assets. This resulted in Bee plc paying more for the shares than it would have
done had the truth been known.
Required:
As the Finance Director of Bee plc, write an internal memorandum to the board explaining
whether Bee plc appears to be entitled to receive any compensation from A & Co.
(10 marks)
(Total = 25 marks)
Question Three
(a) By reference to examples, explain:
(i) the remedies available to the innocent party in the event of a breach of a
condition or a warranty;
(12 marks)
(ii) how the law determines whether a contractual term is a condition or a
warranty.
(8 marks)
(b) Charlotte is a self-employed Business Consultant. She contracted with Zed plc to carry out
a thorough review of the company's operations. The review was to last 8 weeks and to
commence on 5 February 2001. The contract included the following terms:
Clause 1: "It shall be a term of this contract that Charlotte will attend the board
meeting of Zed plc to be held on 5 February 2001."
Clause 2: "A breach of Clause 1 of this agreement shall entitle Zed plc to terminate
the contract."
Charlotte was ill on 5 February 2001 and her secretary sent a fax to Zed plc apologising for
the fact that she would not be able to start until 9 February 2001.
Charlotte has now been advised that Zed plc has terminated her contract.
Required:
Explain whether Charlotte is entitled to any compensation in respect of Zed plc's actions.
(5 marks)
(Total = 25 marks)
FBLW 9 M2001
Question Four
(a) In relation to companies limited by shares, explain:
(i) how directors may be appointed and dismissed;
(8 marks)
(ii) the duties owed by directors to shareholders.
(8 marks)
(b) Asif and Ben are the only directors of AB Ltd, each holding 20% of the shares. The
remaining shares are held by Claire, Debbie and Edward, who also each own 20% of the
shares.
AB Ltd recently entered into a contract with XY Ltd for the construction of new office
premises. The building work carried out by XY Ltd proved unsatisfactory, and a
considerable amount had to be spent by AB Ltd on remedying the defects. At a board
meeting, Asif and Ben decided that the company should not sue XY Ltd, as it would be likely
to take up a considerable amount of time and money, and, in any event, it seemed unlikely
that XY Ltd would be able to pay.
Claire, Debbie and Edward strongly object to the decision and have written a letter to the
board insisting that the company should sue XY Ltd.
Required:
As the Company Secretary of AB Ltd, write an internal memorandum to the board
explaining:
(i) whether the shareholders can force the directors to cause AB Ltd to sue XY
Ltd;
(6 marks)
(ii) whether the shareholders themselves can sue XY Ltd.
(3 marks)
(Total = 25 marks)
End of paper
M2001 10 FBLW