Company Law Flashcards
Sale of goods
The general principles of contract law such as offer and acceptance, consideration and intention to create legal relations apply to contracts for the sale of goods
Goods
Defines by or related to SOGA has its physical tangible form such as a car, phone, and things attatched to land but not including land, money transfers, business and service
Price
Defined by SOGA is a money consideration by the buyer and the seller for transaction of title or property(ownership) of goods
Contract for sale
Trade of ownership goods from seller to buyer is immediate
Agreement to sell
- Future Goods
- Unascertained goods
A contract for sale of goods
Is a contractual agreement made by parties about terms that the seller transfers or agrees to transfer the property of goods to buyer for a money (called price) consideration.
Terms of agreement
Detailed conditions set for trade, express terms and implied terms, duties of each buyer and seller
Terms expressed in contract
They are conditions set for trade specifically written or orally agreed in contract
Terms implied in contract
Terms are not specifically written or orally agreed in contract but they are fully enforceable by law
5 implied terms
Right to sell Right to sell by description Right to sell by sample Satisfactory quality Fit for purpose
SoGA
The SOGA governs the nature, terms and quality of the goods and transfer of ownership from one party to another . The act only applies to the sale of goods in return for money and does not apply where goods are not related to sales such as installing, fixed or hired goods.
Contract of employment
Employment law is the law that covers the workplace much about contracts between employers and employees.
Sources- common law, statues and directives from europe
Forms- regulatory law and restructive
Employment tribunal
If dont make correct decision you can appeal to employment appeal tribunal.
Written particular
A contract of employment does not require any written formalities and can be made orally. But certain written particulars are required to be given to all employee under the employment rights act 1996. Must be given to all the employees within two months . Not if job last less than 1 month
A worker as employee
A person working under a service of contract
A worker as independant contract employment
A person working under a contract for service
Terminationof employment contract
The period of notice to terminate job by statutes
Without notice
Notice shall be given to all employees that have guilty of gross misconduct. The employee dismissed immediately is called “summary dismissal”
The minimum notice
1 week for service up to 2 years, 2 weeks for service up to 2 years, 3 weeks for service up to 3 years 4 weeks for service up to 4 years
Notice by employees
A week notice as minimum for service time longer than 1 month employment
Automatically unfair dismissals
Relating to pregnancy Health and safety Spent conviction Retail/betting on sundays Union reasons Industrial action Part time Jury service Statutory right
Wrongfull dismissal
Dismissal in breach of contract, such as dismissal without notice to employees or dismissal without following precedures
Dismissal outcomes
Take to court award compensation
Reinstatment
Reengagment
Constructive dismissal
Employee is entitled to resign without giving notice to employer because of the employer’s behaviour that it is in breach of employment law
Discrimination law
Sex Gender reassigment Pregancy/maternity Sexual orientation Disability Age Religion/belief Marriage/civil partnership Race
Disability
A person has to be disabled before they can be protected under this characteristic
- treated more favourably than normal people
- substantial and long term effect on the persons ability to carry out his normal day to day activities
- must be disabled or expected for 12 months
Form a company
Need to go companies house and file the following documents
- memorendum of association
- article of association
- a statutory decleration
- adress of registres office &statment of directors and secretaries
Memorendum of association
- company name
- share capital
- registered office
- company object
Article of association
Sets of internal rules and regulations which governs the relationship between the members and the company and between members
Article of association covers
- how meetings should be conducted
-the rule of voting
-capital issues
-rules for appointment and remov of directors
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The articles can be altered by?
A special resolution in general shareholder meeting
A unanimous written resolution only for private companies
Loan to directors
Amount of loan limit to 5000
Shareholders have to agree
Financial assistance
Company provides buyers with a financial help to purchAse its own shares using company’s finance and financial capability
Is it lawfull? Financial assitance
Yes when principles are followed
The principles for financial assistance
1 assitance is given in good faith in the interests of the whole company
- Using dividend that is lawfully made
- Order of court
For private companies financial assitance
As long as net assets is nit reduced and the whitewash is made
Whitewash
A statutory procedure to make financial assitance lawfull
- Make a declaration of buyer and amount of funds to be given with attatchment of auditors report on the effect on creditors
- permission of more than 75% of shareholders special resolution
Contract law
A contract is a legally enforceable agreement between two or more parties that each will do or not do something abd at the time of the agreement they intended to create legal relations
Contract law
Is a set of regulations or past judgements made by the court that have been applied to rule contractual exchamges in which the rules are enforeable by the courts in business and commercial context
Forming a contractual agreement
Stage 1: agreement
Stage 2: agreement to context
Void
There is no contract
Voidable
There is a contract but one party is given an option to withdraw from agreement
Unenforceable
There is a contract but if one party does not carry it out the courts will not enforce the contract
Bilateral contract
A promise made in return for a promise
Unilateral contract
One party promises to do something. The other party does not promise to do something but when it does the project is complete.
Offeror
Makes the offer
Offeree
Accepts the offer
Offer
Must be certain and not vague
Adverts are an invitation to treat
Customer makes an offer to buy the goods at cash desk. The contract is complete when the cashier accepts the offer.
Termination of offer
Revocation-withdrawal Lapse of time Death Counter offer Acceptance
5 essential elements for forming a legally enforceable contract
- agreement
- intention to create legal relation betweem comtractual parties
- form and capacity to implement contract
- Consideration
- terms of contract
Misrepresentation
When on party makes a false or incorrect statment about a verifiable fact or past event and that statment induces the other party into the contract
