More Study Flashcards
What is the following
Goods displayed in shop window
Invitation to treat
What is the following
Goods on shop shelf
Invitation to treat
What is the following
Share prospectus
Invitation to treat
What is the following
Advertisements
An invitation to treat
What is the following
Circulation of a price list
Invitation to treat
Does postal rule apply to revocation of an offer
No
TF
Consideration must be adequate
False
TF
Consideration must be sufficient
True
CRA 2015
Is the following considered
Excluding liability for death or personal injury
Yes automatically unenforceable
CRA 2015
Is the following considered
Restriction of consumers legal rights
Yes automatically unenforceable
CRA 2015
Is the following considered
Payment of disproportionate compensation by consumer if fail to perform obligations
Yes
CRA 2015
Is the following considered
Binding the consumer to terms they had no real opportunity to read before the contract was concluded
Yes
CRA 2015
Is the following considered
Allowing the trader to unilaterally alter the terms of the contract with no valid reason
Yea
CRA 2015
Is the following considered
Allowing the trader to determine the price payable after the consumer has been bound by the contract
Yes
CRA 2015
Is the following considered
Forcing the consumer to perform their obligations when the trader does not perform theirs
Yes
What kind of breach
Fundamentally important term breached
Repudiatory breach
What kind of breach
Injured party had been deprived of substantially the whole benefit of the contract
Repudiatory
Options if anticipatory breach
Treat as discharged and sue for damages
Continue until actual breach then act
Expectation interest gives damages that
put the parties in the position they would have been had the breach of contract not happened
Reliance interest gives dmages that
may compensate for cost and loss of profit
Where agents authority agreed with principal verbally or in writing this is
Actual express authority
In the absence of express authority the agents power to bind may be implied by position held this is
Actual implied authority
Where a principal has previously made representations to a third party the agent had the right to bind they have
Apparent / ostensible authority
Can a public company be an unlimited company
No must be limited
How many directors must a private limited company have
One
How many directors must a public limited company have
At least two
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
False
Alteration requires special resolution
What is required to alter a provision for entrenchment
Unanimous agreement or a court order
TF
Company may provide that a provision for entrenchment cannot be repealed
False
Nor can it provide that entrenchment cannot be amended
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
True
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
No
TF
The duties owed by a defacto director are the same as those of a properly appointed director
True
TF
If a directors appointment is subsequently Found to have been defective their actions are invalidated as a result
False
When can director be removed
On passing of ordinary resolution with special notice
TF
A company must state its objects in its constitutions as directors may only exercise powers in pursuance of those objective
False
Unrestricted objects unless specifically restricted by articles
TF
Directors are agents of the members of the company for the purpose of managing business
False
What % holding must member have to apply to court for cancellation of variation of rights provided they are a member of the class affected
15%
TF
A company does not neee to issue all its share capital
True
How is authority to allot shares required to be given to the directors of a plc
By ordinary resolution
By articles of association
Can shares in a public company be paid for by an understanding or perform work or services for the company
No
TF
Shares in a public limited company must be paid up by at least one quarter of the nominal value when issues
True
If a charge entered by a company is not registered within period laid down in Ca is it still valid
No void against liquidator administrator or creditor
How many days do members have to accept rights issue
21
How can company apply to appoint an administrator
Ordinary resolution
How can directors apply to appoint an administrator
Majority decision
Can one or more creditors apply to appoint an administrator?
Yes
What must QFCH show to the court
The floating charge is a qualifying one
It is enforceable
Must notify other QFCH
What must company or directors show to court
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
Who must company / directors give notice to when making application to a court
QFCH who may intervene
When can the company/directors not appoint an administrator out of court
where already in liquidation/administration / applications are pending
What notice must be given by company/directors to any QFCH
Five days prior notice
What must the company/directors file at court to appoint out of court
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
Can one or more creditors apply to appoint an administrator out of court
No
What notice must be given by QFCH before appointing administrator out of court
two days prior notice to any prior QFCH
What must QFCH file in court before appointing administrator out of court
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
When can QFCH not appoint an administrator outside of court
company is in liquidation or administration or administrative receivership
How long does the administrator have to
file notice of their appointment with registrar of companies
7 days
how long does the administrator have to
require any company offices and employees to provide a statement of affairs
7 days (they have 11 days to comply with request)
how long does the administrator have to
submit statement of proposals for achieving aim of administration to registrar, company creditors and members
within 8 weeks
When is administrator appointment terminated unless extended by courts and (once only) prescribed majority of creditors
one year
Can the administrator
remove or appoint directors
Yes
Can the administrator
call meeting of members or creditors
Yes
Can the administrator
apply to court for directions regarding their functions
Yes
Can the administrator
make payments to secured/preferential creditors
Yes
Can the administrator
make payments to unsecured creditors if to pay them will help achieve administration and otherwise with permission of court
Yes
Can the administrator
present or defend a petition for the winding up of the compnay
Yes
What happens to the company business during administration
continues to trade as before - main benefit
What must the company website state if they are in administration
website and documents must state the business is being run by an administrator
Can there be a resolution to wind up the compnay during administration
No
can there be enforcement of fixed charges/other security over companies property during administration
No
Can there be recovery of property which company has leasing arrangement/enforcement or retention course during administration
No - not without consent of administrator
Can there be other legal proceedings commenced against the company during administration
No
Does the administrator need charges consent to sell property subject to a floating charge
No
Can the administrator sell assets on HP or subject to fixed charges
Yes - but proceeds must be used to pay owner/charges
What happens to directors powers under administration
Powers suspended, they remain in office
administrator can remove or appoint
Are employees automatically dismissed under administration
no - can terminate contracts
Can transactions at an undervalue and preferences be avoided in administration
Yes
What is the advantage for a company of administration
doesn’t cease to exist, allows temporary relief from creditors to allow breathing space to formulate rescue plans
What are the advantages for members of administration
continue to have shares
if successful, regenerating business could enhance share value and restore income
what are advantages for creditors of administration
obtain return in relation to past debts
who appoints administrative reciever
floating chargeholder
To appoint administrative receiver, when must floating charge have been created before
15 September 2003
What are administrative receivers powers subject to
provisions in the charge documents
Can administrative receiver
borrow
Yes
Can administrative receiver
take legal proceedings
Yes
Can administrative receiver
appoint professional advisors
yes
Can administrative receiver
pay off creditors with preferential rights
Yes
T/F
Where an LPA receiver has been appointed, an administrator can still be appointed
True - can require LPA to vacate office
What is described
an agreement between company and creditors setting out how debts are to be paid and in what proportion
compnay voluntary arrangement (CVA)
Who must approve CVA
Creditor approval - deemed consent procedure/alternative concent
Is physical creditor meeting required to approve CVA
No
who must approval of CVA be reported to
courts - who may discharge administration/winding up order previously made
How long do creditors entitled to vote have to challenge approval of CVA
28 Days
What are grounds for challenging CVA by creditors
CVA unfairly prejudices their interests
some material irregularity at or in relation to meetings at which proposed CVA considered
T.F the following is an effect of moratorium
no winding up or other insolvency proceedings can be commenced during the moratorium period
true
T.F the following is an effect of moratorium
no security over the company’s property can be enforced, or legal process undertaken
True
T.F the following is an effect of moratorium
any winding up petitions presented before the moratorium will be stayed, floating charge cannot crystalise
True
T.F the following is an effect of moratorium
company cannot requisition or hold meeting without consent of nominee or court
True
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
True
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
True
When can members resolve to wind up the company by ordinary resolution
where articles provide for dissolution on expiry of fixed term or the happening of specified event
when can members resolve to wind up the compnay by special resolution
any reason
when must notice of winding up be given to gazette
14 days
what must be made and delivered by the directors to the registrar for a voluntary winding up to be a members voluntary winding up
declaration of solvency
How many directors must make declaration of solenvey
all - or if more than two by majority
how many weeks before resolute to wind up is passed must declaration of solvency be made
not more than 5 weeks
How many days after the meeting must the declaration of solvency by delivered
15 days
what happens if directors are unable to make a declaration of solvency
the liquidation proceeds as a creditors voluntary winding up
How many creditors must object for a proposal not to be deemed to be approved
less than 10%
what is the date for decision of the creditors on the nomination of the liquidation
3 days following delivery of notice, but within 14 working days of resolution t wind up the compnay
Creditors must be sent a statement of compnay affairs within
seven working days after the decision to windup the company
What are the grounds for a compulsory liquidation
compnay is unable to pay debts
just and equitable to wind up the company
Creditor must show they are owed more than
750£ and served company at registered office written demand for payment and company has not paid or offered reasonable security within 21 days
creditors must show that they have attempted to enforce
a judgement against the company on the property but failed to satisfy the debt
the creditor must show that taking into account contingent and protective liabilities, the compnay is
unable to pya debts as they fall due or assets < liabilities
when are charges void against liquidator and creditors
not registered within 21 days
transactions at an undervalue (gift) in x years before administration may be invalidated
2 years
is preference given within x months before liquidation with unconnected and y years with connected
x six months
y two years
Any floating charge created ?? before winding up may be void or voidable
12m
2y if connected
what is defined
pay commercial organisation premium and in return they will pay the value of the debt if it becomes irrecoverable
receivables insurance
