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1
Q

What is the following
Goods displayed in shop window

A

Invitation to treat

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2
Q

What is the following
Goods on shop shelf

A

Invitation to treat

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3
Q

What is the following
Share prospectus

A

Invitation to treat

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4
Q

What is the following
Advertisements

A

An invitation to treat

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5
Q

What is the following
Circulation of a price list

A

Invitation to treat

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6
Q

Does postal rule apply to revocation of an offer

A

No

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7
Q

TF
Consideration must be adequate

A

False

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8
Q

TF
Consideration must be sufficient

A

True

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9
Q

CRA 2015
Is the following considered
Excluding liability for death or personal injury

A

Yes automatically unenforceable

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10
Q

CRA 2015
Is the following considered
Restriction of consumers legal rights

A

Yes automatically unenforceable

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11
Q

CRA 2015
Is the following considered
Payment of disproportionate compensation by consumer if fail to perform obligations

A

Yes

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12
Q

CRA 2015
Is the following considered
Binding the consumer to terms they had no real opportunity to read before the contract was concluded

A

Yes

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13
Q

CRA 2015
Is the following considered
Allowing the trader to unilaterally alter the terms of the contract with no valid reason

A

Yea

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14
Q

CRA 2015
Is the following considered
Allowing the trader to determine the price payable after the consumer has been bound by the contract

A

Yes

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15
Q

CRA 2015
Is the following considered
Forcing the consumer to perform their obligations when the trader does not perform theirs

A

Yes

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16
Q

What kind of breach
Fundamentally important term breached

A

Repudiatory breach

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17
Q

What kind of breach
Injured party had been deprived of substantially the whole benefit of the contract

A

Repudiatory

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18
Q

Options if anticipatory breach

A

Treat as discharged and sue for damages
Continue until actual breach then act

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19
Q

Expectation interest gives damages that

A

put the parties in the position they would have been had the breach of contract not happened

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20
Q

Reliance interest gives dmages that

A

may compensate for cost and loss of profit

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21
Q

Where agents authority agreed with principal verbally or in writing this is

A

Actual express authority

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22
Q

In the absence of express authority the agents power to bind may be implied by position held this is

A

Actual implied authority

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23
Q

Where a principal has previously made representations to a third party the agent had the right to bind they have

A

Apparent / ostensible authority

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24
Q

Can a public company be an unlimited company

A

No must be limited

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25
Q

How many directors must a private limited company have

A

One

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26
Q

How many directors must a public limited company have

A

At least two

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27
Q

TF
A Company’s articles of association can be altered by the passing of An ordinary resolution unless there is a provision for the entrenchment in which case a special resolution is required

A

False
Alteration requires special resolution

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28
Q

What is required to alter a provision for entrenchment

A

Unanimous agreement or a court order

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29
Q

TF
Company may provide that a provision for entrenchment cannot be repealed

A

False
Nor can it provide that entrenchment cannot be amended

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30
Q

Is a PLC not listed on stock exchange but parent company of number of subs and producing group accounts
Required to produce consolidated directors report to

A

True

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31
Q

Is a PLC not listed on stock exchange but parent company of number of subs and producing group accounts
Required to project a directors remuneration report

A

No

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32
Q

TF
The duties owed by a defacto director are the same as those of a properly appointed director

A

True

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33
Q

TF
If a directors appointment is subsequently Found to have been defective their actions are invalidated as a result

A

False

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34
Q

When can director be removed

A

On passing of ordinary resolution with special notice

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35
Q

TF
A company must state its objects in its constitutions as directors may only exercise powers in pursuance of those objective

A

False
Unrestricted objects unless specifically restricted by articles

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36
Q

TF
Directors are agents of the members of the company for the purpose of managing business

A

False

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37
Q

What % holding must member have to apply to court for cancellation of variation of rights provided they are a member of the class affected

A

15%

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38
Q

TF
A company does not neee to issue all its share capital

A

True

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39
Q

How is authority to allot shares required to be given to the directors of a plc

A

By ordinary resolution
By articles of association

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40
Q

Can shares in a public company be paid for by an understanding or perform work or services for the company

A

No

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41
Q

TF
Shares in a public limited company must be paid up by at least one quarter of the nominal value when issues

A

True

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42
Q

If a charge entered by a company is not registered within period laid down in Ca is it still valid

A

No void against liquidator administrator or creditor

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43
Q

How many days do members have to accept rights issue

A

21

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44
Q

How can company apply to appoint an administrator

A

Ordinary resolution

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45
Q

How can directors apply to appoint an administrator

A

Majority decision

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46
Q

Can one or more creditors apply to appoint an administrator?

A

Yes

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47
Q

What must QFCH show to the court

A

The floating charge is a qualifying one
It is enforceable

Must notify other QFCH

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48
Q

What must company or directors show to court

A

the company is or is likely to become unable to pay its debts and
an administration order is reasonably likely to achieve the purpose of administration

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49
Q

Who must company / directors give notice to when making application to a court

A

QFCH who may intervene

50
Q

When can the company/directors not appoint an administrator out of court

A

where already in liquidation/administration / applications are pending

51
Q

What notice must be given by company/directors to any QFCH

A

Five days prior notice

52
Q

What must the company/directors file at court to appoint out of court

A

notice of intended and actual appointment
statutory declarations company is likely to become unable to pay debts
statement from administrator that purpose of administration is reasonably likely to be achieved

53
Q

Can one or more creditors apply to appoint an administrator out of court

A

No

54
Q

What notice must be given by QFCH before appointing administrator out of court

A

two days prior notice to any prior QFCH

55
Q

What must QFCH file in court before appointing administrator out of court

A

notice of appointment
statutory declaration as to the lawfulness of appointment and enforceability of charge
statement by administrator that purpose of administration is likely to be achieved

56
Q

When can QFCH not appoint an administrator outside of court

A

company is in liquidation or administration or administrative receivership

57
Q

How long does the administrator have to
file notice of their appointment with registrar of companies

A

7 days

58
Q

how long does the administrator have to
require any company offices and employees to provide a statement of affairs

A

7 days (they have 11 days to comply with request)

59
Q

how long does the administrator have to
submit statement of proposals for achieving aim of administration to registrar, company creditors and members

A

within 8 weeks

60
Q

When is administrator appointment terminated unless extended by courts and (once only) prescribed majority of creditors

A

one year

61
Q

Can the administrator
remove or appoint directors

A

Yes

62
Q

Can the administrator
call meeting of members or creditors

A

Yes

63
Q

Can the administrator
apply to court for directions regarding their functions

A

Yes

64
Q

Can the administrator
make payments to secured/preferential creditors

A

Yes

65
Q

Can the administrator
make payments to unsecured creditors if to pay them will help achieve administration and otherwise with permission of court

A

Yes

66
Q

Can the administrator
present or defend a petition for the winding up of the compnay

A

Yes

67
Q

What happens to the company business during administration

A

continues to trade as before - main benefit

68
Q

What must the company website state if they are in administration

A

website and documents must state the business is being run by an administrator

69
Q

Can there be a resolution to wind up the compnay during administration

A

No

70
Q

can there be enforcement of fixed charges/other security over companies property during administration

A

No

71
Q

Can there be recovery of property which company has leasing arrangement/enforcement or retention course during administration

A

No - not without consent of administrator

72
Q

Can there be other legal proceedings commenced against the company during administration

A

No

73
Q

Does the administrator need charges consent to sell property subject to a floating charge

A

No

74
Q

Can the administrator sell assets on HP or subject to fixed charges

A

Yes - but proceeds must be used to pay owner/charges

75
Q

What happens to directors powers under administration

A

Powers suspended, they remain in office
administrator can remove or appoint

76
Q

Are employees automatically dismissed under administration

A

no - can terminate contracts

77
Q

Can transactions at an undervalue and preferences be avoided in administration

A

Yes

78
Q

What is the advantage for a company of administration

A

doesn’t cease to exist, allows temporary relief from creditors to allow breathing space to formulate rescue plans

79
Q

What are the advantages for members of administration

A

continue to have shares
if successful, regenerating business could enhance share value and restore income

80
Q

what are advantages for creditors of administration

A

obtain return in relation to past debts

81
Q

who appoints administrative reciever

A

floating chargeholder

82
Q

To appoint administrative receiver, when must floating charge have been created before

A

15 September 2003

83
Q

What are administrative receivers powers subject to

A

provisions in the charge documents

84
Q

Can administrative receiver
borrow

A

Yes

85
Q

Can administrative receiver
take legal proceedings

A

Yes

86
Q

Can administrative receiver
appoint professional advisors

A

yes

87
Q

Can administrative receiver
pay off creditors with preferential rights

A

Yes

88
Q

T/F
Where an LPA receiver has been appointed, an administrator can still be appointed

A

True - can require LPA to vacate office

89
Q

What is described
an agreement between company and creditors setting out how debts are to be paid and in what proportion

A

compnay voluntary arrangement (CVA)

90
Q

Who must approve CVA

A

Creditor approval - deemed consent procedure/alternative concent

91
Q

Is physical creditor meeting required to approve CVA

A

No

92
Q

who must approval of CVA be reported to

A

courts - who may discharge administration/winding up order previously made

93
Q

How long do creditors entitled to vote have to challenge approval of CVA

A

28 Days

94
Q

What are grounds for challenging CVA by creditors

A

CVA unfairly prejudices their interests
some material irregularity at or in relation to meetings at which proposed CVA considered

95
Q

T.F the following is an effect of moratorium
no winding up or other insolvency proceedings can be commenced during the moratorium period

A

true

96
Q

T.F the following is an effect of moratorium
no security over the company’s property can be enforced, or legal process undertaken

A

True

97
Q

T.F the following is an effect of moratorium
any winding up petitions presented before the moratorium will be stayed, floating charge cannot crystalise

A

True

98
Q

T.F the following is an effect of moratorium
company cannot requisition or hold meeting without consent of nominee or court

A

True

99
Q

T.F the following is an effect of moratorium
other than in ordinary course of business, directors can only sell property or pay of pre-moratorium debts with approval of the creditors committee

A

True

100
Q

T.F the following is an effect of moratorium
the nominee must monitor the company’s affairs during the moratorium and it will be terminated if the nominee withdraws their consent to act

A

True

101
Q

When can members resolve to wind up the company by ordinary resolution

A

where articles provide for dissolution on expiry of fixed term or the happening of specified event

102
Q

when can members resolve to wind up the compnay by special resolution

A

any reason

103
Q

when must notice of winding up be given to gazette

A

14 days

104
Q

what must be made and delivered by the directors to the registrar for a voluntary winding up to be a members voluntary winding up

A

declaration of solvency

105
Q

How many directors must make declaration of solenvey

A

all - or if more than two by majority

106
Q

how many weeks before resolute to wind up is passed must declaration of solvency be made

A

not more than 5 weeks

107
Q

How many days after the meeting must the declaration of solvency by delivered

A

15 days

108
Q

what happens if directors are unable to make a declaration of solvency

A

the liquidation proceeds as a creditors voluntary winding up

109
Q

How many creditors must object for a proposal not to be deemed to be approved

A

less than 10%

110
Q

what is the date for decision of the creditors on the nomination of the liquidation

A

3 days following delivery of notice, but within 14 working days of resolution t wind up the compnay

111
Q

Creditors must be sent a statement of compnay affairs within

A

seven working days after the decision to windup the company

112
Q

What are the grounds for a compulsory liquidation

A

compnay is unable to pay debts
just and equitable to wind up the company

113
Q

Creditor must show they are owed more than

A

750£ and served company at registered office written demand for payment and company has not paid or offered reasonable security within 21 days

114
Q

creditors must show that they have attempted to enforce

A

a judgement against the company on the property but failed to satisfy the debt

115
Q

the creditor must show that taking into account contingent and protective liabilities, the compnay is

A

unable to pya debts as they fall due or assets < liabilities

116
Q

when are charges void against liquidator and creditors

A

not registered within 21 days

117
Q

transactions at an undervalue (gift) in x years before administration may be invalidated

A

2 years

118
Q

is preference given within x months before liquidation with unconnected and y years with connected

A

x six months
y two years

119
Q

Any floating charge created ?? before winding up may be void or voidable

A

12m
2y if connected

120
Q

what is defined
pay commercial organisation premium and in return they will pay the value of the debt if it becomes irrecoverable

A

receivables insurance

Law Certificate (15 decks)

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