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What is Law?
Laws are the customs and rules we live by. Rules and principles governing the
affairs of a community ,enforced by a legal system.
Earliest recorded laws 1760 B.C. "Hammurabis Code" in Persia
Civil Law
No binding precedent
+ Easy to find
- Out of touch (it takes a long time to change laws, bad e.g. for urgent
situations)
Common Law
+ Flexible
Public Law
Private Law
Business Law
Business
Company
Directors have duties towards the company (not towards shareholders), duties
are even laid out in EU and national law
Memorandum of Association
Articles of Association
Shareholders Agreement
Sole Trader
Partnership
Two or more business owners share the responsibility of owning the business
+ more business expertise / diverse
+ Greater potential for capital investment
Limited Partnership
All partners have limited liability: personally responsible only for their own
acts, not for their partners'
Has a share capital and the liability of each of the members is limited to the
amount unpaid on their shares
A private company cannot offer its shares for sale to the general public
Doesn't have shares and members are guarantors rather than shareholders
May or may not have share capital, but there's no limit to members liability
Has share capital and limits the liability of each member to the amount unpaid
on their shares
May offer shares for sale to the general public and may be quoted on stock
exchange market
("amount unpaid on shares" members receive shares, but might not yet have
paid for them = amount unpaid..)
Sham If there was no real separation between company and its owners court
can decide owners aren't entitled to limited liability protection (e.g. when
owners pay personal bills via business account)
Unfair Company's creditors suffered unjust cost (e.g. unpaid bills) court can
pierce corporate veil to hold owners responsible
Contract Law
Contract
Juridical Act
Principles
Buyer Seller
Lawyer Client
Borrower Lender
Licensee Licensor
Franchiser Franchisees
Defendant Plaintiff
Parts of a Contract
1 Offer
2 Acceptance
3 Consideration (what each party gives to the others)
Offer
Acceptance
Consideration
Contents of a Contract
1 Standard clauses
2 Negotiated clauses
3 Boilerplate clauses
General structure of a contract
1 The parties
2 Consideration (what each party promises to the other)
3 Introduction to the body (main part) of the contract
4 Definitions and interpretations
5 Agreements
6 Representations and warranties (guarantees)
7 Termination
8 Boiler-plate clauses
9 Signatures
10 Schedules or attachments
Guarantees
Boiler-plate Clauses
In commercial contracts there are some clauses that will occur in all
agreements to a greater or lesser extent. They are called boiler-plate clauses.
They are usually general clauses that can be taken from precedents and are
usually not individually negotiated. They are commonly put towards the end of
a contract.
No-subcontracting clause
It determines where notices need to be served, the method of service and the
time at which a notice is deemed to be served
It determines the parties' choice on the applicable law and the court with
jurisdiction with regard to the contract
It determines the scope of the authority for certain terms of the contract
It determines that the whole agreement and all rights and obligations are
embodied in the contract
It determines that if there is a battle of form the seller's term will prevail
Discharge of a contract
Possible defects:
Valid contracts are those that meet all legal requirements and may be
enforced
Unenforceable contracts are those that meet basic requirements but fail to
fulfill some other law. E.g. if the person who entered it is too young.
Voidable contracts occur when one or both parties have a legal right to ask
the court to cancel their obligations. E.g. a contract entered into under duress
may be voidable
Void contracts are those that fail to meet basic criteria and are therefore not
contracts at all. E.g. a contract for an illegal purpose
When a party files a suit claiming a breach of contract, the first question the judge must answer
is whether a contract existed between the parties. The complaining party must prove four
elements to show that a contract existed:
1. Offer - One of the parties made a promise to do or refrain from doing some specified action in
the future.
2. Consideration - Something of value was promised in exchange for the specified action or
nonaction. This can take the form of a significant expenditure of money or effort, a promise to
perform some service, an agreement not to do something, or reliance on the promise.
Consideration is the value that induces the parties to enter into the contract.
The existence of consideration distinguishes a contract from a gift. A gift is a voluntary and
gratuitous transfer of property from one person to another, without something of value promised
in return. Failure to follow through on a promise to make a gift is not enforceable as a breach of
contract because there is no consideration for the promise.
3. Acceptance - The offer was accepted unambiguously. Acceptance may be expressed through
words, deeds or performance as called for in the contract. Generally, the acceptance must mirror
the terms of the offer. If not, the acceptance is viewed as a rejection and counteroffer.
Exoneration clause
Negligence
Sample Questions
Name two types of historically derived legal systems & give one advantage of each.
Both civil & common law systems exist. The civil system derives from Roman law and is a system where laws are
drafted and written. One advantage is that laws are easy to find and are interpreted by the courts. In the Common
law system judges have more power in making laws. This is a flexible and up to date system of maintaining law.
Name three basic business models and describe an advantage & disadvantage of
each.
Sole trader-owned by one person who has all the decision making power and all the financial & legal risk.
Partnership-a business owned by two or more people. They have different expertise & can share more capital. They
too have all the financial & legal risk. Limited liability Company. This is a registered independent legal entity owned
by one or more people with publicly or privately. The advantage is limited financial liability for the owners. A
disadvantage is the financial & legal requirements to be met.
1 A juridical act
1 A gentlemens agreement
2 A domestic contract
1 A social contract
Describe the process that a claimant must prove in a claim for the tort of
negligence
Person A -the claimant, must prove that: Person B -the defendant, owed a duty of
care; and failed to perform that duty; and as a result, person A -the claimant,
suffered damage
Types:
Arbitration
Arbitration Concepts:
Civil Litigation
1 Pre-Commencement of Proceedings
Letters of claim: Rules are different in each country but generally each
party must tell the other parties their complaints (or allegations) or their
defense.
o This may lead to an early settlement.
1 Commencement of action
Issue of claim: The claimant or plaintiff must complete a form giving full
details of the claim and submit this form to the court to be processed and
sent to the Defendant.
o The court case has begun.
Defendants response: The Defendant has a set period of time to respond
by admitting or denying the claim. If denying the claim a detailed defense
must be submitted to the court and sent to the Claimant.
1 Interim matters the preparation for trial
Each country will deal with preparation for trial differently.
The court may set a timetable.
The judge may order enquiries.
Make financial offers to settle the claim.
Each party will prepare their evidence.
Evidence
All information that each party wants the court to see and hear.
Documentary evidence: anything that is recorded or captured, i.e. Written
documents, pictures, objects, cctv, etc.
Witness evidence. What to include in a witness statement?
o Eye witness. Name & why they are giving evidence
o What they saw. That they have told the truth.
o Expert witness. Name & what expertise & qualifications they have.
What they examined. Their expert conclusion
1 Trial
Each party will present their version of events, their evidence and legal
arguments to the judge.
Witnesses may be called and questioned by all the parties.
The claimant has the burden of proof, i.e. must prove the claim on the
balance of probabilities.
It is more likely than not that the claimants version of events is true.
(differs with criminal law!)
Any representatives primary duty is to the court to serve justice.
The judge will make a decision about who has been successful and explain
the reasons for the decision.
This is called judgement for the claimant or judgement for the defendant.
If the claimant is successful the judge will order a remedy* and decide who
should pay all the costs of the action (The usual remedy for a successful
claim is an award of financial compensation (or damages) paid by the
losing party.)
Usually the losing side pays all the costs.
Enforcement. The judge will order the compensation & costs to be paid
within a certain time. If it is not done, interest will apply and the winning
party can return to the court for help to collect the payment.
European Union
EU Parliament
Member states represented proportionally to population
Nearly 800 representatives, election every 5 years (next one 2014)
Tasks:
Legislate pass & amend laws together with Council of Ministers
Supervise approve EU Commission (can also disband the commission),
ask questions to Council&Commission
Budget together with EU Council decides the household budget of the
European Union
European Council
Members: Heads of States/Government of the member states
Decide on overall strategy & direction of the EU
Council of Ministers
Legislate together with EU parliament
Coordinate member states' policies
Define EU foreign policy
Sign agreements between EU and non-EU countries
Approve EU budget together with parliament
European Commission
Proposes legislation, policies and programmes of action
Implements decisions of Parliament and Council
Upholds the interests of the EU
Enforces EU law, represents EU internationally
Court of Justice
Ensures EU law is interpreted & applied in the same way in every member
state
Checks legality of actions of EU institutions
Settles disputes between member states, institutions, businesses and
individuals
Inc Incorporated
Recd Received
P.r. Proportional
representation
Co Company
MBO When the top executives buy the company they work for
(Management Buyout)
Inc Incorporated
Ltd Limited
members shareholders
Affectation Allocation
Share premium The excess paid above the nominal share value
Authorised The amount of share capital stated in the articles of association and
capital the memorandum (=nominal capital)
Cash cow Product or service that generates the largest profit for a business at
that moment
Subject to Depending on
Proprietors Owners
Solely Merely
Facsimile Fax
Abridge, Change
alter
Describe Detail
Indemnify Protect
Warrant Guarantee
To give Inform
notice
Revert to Return to
Construe as Interpret
as
Engage Involve
Trial Judicial examination of disputes between parties
Lawsuit Action
Affadavit A written statement, signed and sworn before a solicitor, judge or other
official and which then can be used as evidence in court hearings
Noun- Combinations
verb
Reach A verdict
Negotiate An agreement
Deliver A judgement
Dismiss An appeal
Term Definition