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Question and
Answer Book
Write here your full examination number
Centre Code:
Hall Code:
Desk Number:
3b FBLW
20 May 2002
Day 1 – early afternoon
INSTRUCTIONS TO CANDIDATES
Read this page before you look at the questions
You are allowed two hours to answer this question paper. All questions are compulsory.
Answer the ONE question in section A (this has 25 sub-questions and is on pages 2-9)
Answer the THREE questions in section B (these are on pages 10-13)
You are advised to spend 10 minutes reading through the paper before starting to answer the questions.
You should spend no more than 55 minutes on answering the ONE question in section A, which has 25
sub-questions.
You should spend no more than 55 minutes on answering the THREE questions in section B.
Hand this entire booklet to the invigilators at the end of the examination. You are NOT permitted to leave
the examination hall with this booklet.
Do NOT write your name or your student registration number anywhere on this booklet.
TURN OVER
Each of the sub-questions numbered from 1.1 to 1.25 inclusive, given below, has only ONE correct
answer.
REQUIRED:
Place a circle “O” around the letter A, B, C or D that gives the correct answer to each sub-question.
If you wish to change your mind about an answer, block out your first answer completely and then circle
another letter. You will NOT receive marks if more than one letter is circled.
Please note that you will NOT receive marks for any workings to these sub-questions.
Question One
A The aim of the criminal law is to regulate behaviour within society by the threat of punishment.
C The aim of the criminal law is to provide a means whereby injured persons may obtain compensation.
D The aim of the criminal law is to ensure that the will of the majority is imposed upon the minority.
A The House of Lords is obliged to apply English Law, even if it contradicts European Law.
B The House of Lords must apply European Law even if it contradicts English Law.
C If European and English Law conflict, the House of Lords cannot apply either Law.
D The House of Lords must apply English Law unless it obtains government permission to apply
European Law.
A Professional advisers cannot be liable in respect of negligent advice in the tort of negligence, but may
be liable for breach of contract.
B Professional advisers cannot be liable for breach of contract in respect of negligent advice but may be
liable in the tort of negligence.
C Professional advisers may be liable in respect of negligent advice in either contract or tort.
D Professional advisers cannot be liable in respect of negligent advice in either contract or tort.
"For sale. Computer, monitor and laser printer. Good condition. £500."
1.5 On 1 September, Seller Ltd wrote to Buyer Ltd offering to sell a machine at a price of £10,000, and
stating that Buyer Ltd must accept by 10 September. On 3 September, Buyer Ltd wrote to Seller Ltd
and stated "I accept. Will you accept payment over three months?" On 5 September, Seller Ltd sold
the machine to New Ltd, and on 6 September received a second letter from Buyer Ltd accepting the
offer and offering to make immediate payment.
A There is no contract between Seller Ltd and Buyer Ltd because the offer was withdrawn on
5 September when the machine was sold to New Ltd.
B There is no contract between Seller Ltd and Buyer Ltd because Buyer Ltd’s letter of 3 September
amounted to a counter-offer which destroyed Seller Ltd’s original offer.
(ii) The performance of an existing contract in return for a promise by a third party.
(iii) The performance of an act, followed by a promise to pay for that act.
A (i) only.
B (ii) only.
D (iii) only.
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B A term may be implied into a contract by a court on the ground that the term is customary in the
parties' trade.
C A term may be implied into a contract by a court on the ground that it would make the contract more
equitable.
D A term may be implied into a contract by a court on the ground of business efficacy.
B A warranty is a term which the parties did not intend to be of fundamental importance.
D If a warranty is breached, then the innocent party cannot terminate the contract.
A Alan has contracted to sell his house to Bob but has changed his mind and no longer wishes to sell it.
B Chris has contracted to buy a new Ford motor car but the garage is now refusing to honour the
contract.
C Diane has contracted to purchase a number of tins of fruit for her business but the seller has now
stated that he no longer wishes to proceed with the contract.
D Eduardo has contracted to sing at a concert organised by Fernando, but Eduardo has withdrawn as he
has received a more lucrative offer from Giovanni.
(iii) To put the innocent party in the same position as if the contract had been carried out correctly.
A (i) only.
C (iii) only.
(ii) He is required to carry out his work personally and is not free to send a substitute.
1.12 Which ONE of the following is normally implied into a contract of employment?
1.13 A business has been registered under the name "The Mark Jones Partnership Co Ltd". What type of
business organisation must this be?
A A partnership.
1.14 Which ONE of the following statements is INCORRECT in relation to a public company limited by
shares?
D The company must state in its Memorandum of Association that it is a public limited company.
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(ii) It is generally cheaper to purchase a “shelf company” than to arrange for a solicitor or
accountant to register a new company.
(iii) Incorporating a company by registration enables the company’s documents to be drafted to the
particular needs of the incorporators.
A If a company’s object is to carry on business as a “general commercial company”, the company may
carry on any trade or business whatsoever.
B If a company acts outside its objects clause, it has acted ultra vires and the transaction is void.
D Any shareholder may apply for an injunction to prevent the directors from taking the company into an
ultra vires transaction.
(i) The Memorandum of Association of a private company limited by shares may be altered by
special resolution.
(ii) The Memorandum of Association of a private company limited by shares may be altered by a
written resolution.
(iii) The Memorandum of Association of a private company limited by shares may be altered by an
ordinary resolution.
A (i) only.
B (ii) only.
A A company intending to issue new shares for cash must first offer them to the directors.
B A company may dispense with the requirement to first offer new shares to the directors by passing a
special resolution.
C A company issuing new shares for cash must first offer them to the existing members.
D A company issuing new shares for a non-cash consideration must first offer them to the existing
members.
1.20 Which ONE of the following is INCORRECT in relation to an increase in a company’s authorised share
capital?
A The shareholders may dismiss a director irrespective of anything in the company’s Articles of
Association if they pass an ordinary resolution to do so, of which special notice has been given to the
company.
B The shareholders may dismiss a director irrespective of anything in the company’s Articles of
Association if they pass an extraordinary resolution to do so, of which special notice has been given to
the company.
C The shareholders may dismiss a director irrespective of anything in the company’s Articles of
Association if they pass a written resolution to do so, of which special notice has been given to the
company.
D The shareholders may dismiss a director irrespective of anything in the company’s Articles of
Association if they pass an elective resolution to do so, of which special notice has been given to the
company.
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(i) Directors may vote themselves such salary payments as they think fit, irrespective of anything in
the company’s Articles of Association.
(ii) Directors are only entitled to be paid for their services if the constitution of the company so
provides.
(iii) Directors must be paid a salary.
A (i) only.
B (ii) only.
D (iii) only.
(i) Individual shareholders cannot interfere with the management of the company unless
authorised by the company’s Articles of Association.
(ii) The majority shareholders can interfere with the management of the company unless prevented
by the company’s Articles of Association.
(iii) Irrespective of anything in the company’s Articles of Association, the directors must act in
accordance with the directions issued by the shareholders in the form of special resolutions.
A (i) only.
B (ii) only.
D (iii) only.
1.24 Which of the following can enforce the fiduciary duties owed by a director?
B (ii) only.
D (iii) only.
D Where directors knew or ought to have known that insolvency was inevitable.
(Total = 50 Marks)
End of Section A
TURN OVER
IMPORTANT
MARKS ARE AWARDED FOR CORRECTLY COMPLETING THE SHADED BOXES WITH THE
CORRECT ANSWER WHERE A MARK IS INDICATED IN THE RIGHT-HAND COLUMN.
DO NOT WRITE IN THE MARGINS NOR IN THE COLUMNS FOR USE BY MARKERS.
Question Two
George Thompson has carried on business for a number of years as a self-employed retailer of office
furniture. He has now decided to incorporate his business, and to register GT Limited to acquire the
business.
4
Sub-total:
10
Sub-total:
6
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May 2002 11 FBLW
Question Three
During the sale of a motor car by S (Motor Dealers) Ltd to Anne, the company told her that the car had
travelled only "5,000 miles since the installation of a new engine and gearbox".
After purchasing the car, Anne paid £700 to have the car repainted, but later discovered that it had travelled
more like 50,000 miles since the installation. She attempted to return the car and obtain a refund, but
S (Motor Dealers) Ltd refused because it had honestly believed its statement to be correct.
As a result, Anne is considering taking legal action against the company for misrepresentation.
4
(b) State (in the shaded area below), the three types of
misrepresentation.
2
2
2
(c) In no more than 30 words (in the shaded box below), identify the
type(s) of misrepresentation S (Motor Dealers) Ltd has made and the
remedy available to Anne.
4
(d) In no more than 30 words (in the shaded area below), explain
whether the statement by S (Motor Dealers) Ltd to Anne is also a
term of the contract.
4
Total: 18
Greg, Harry and Ian are the sole shareholders of GHI Ltd. The company has an authorised share capital of
£100,000 divided into 100,000 ordinary £1 shares. Greg is the sole director of the company and Harry is the
company secretary. At present, the issued share capital is held as follows:
The company, which has been valued at £300,000, has decided on the following transactions:
of allotment."
(maximum of three words in each of the shaded areas) 4
(d) In no more than 30 words (in the shaded area below), explain how
Greg's voting power within GHI Ltd will be affected by the issue of
shares to Fiona.
4
(e) "If AB Bank plc requires security in the form of a debenture containing
a charge, then the company will not be able to
deal freely with the assets charged in the ordinary course of
business. However, GHI Ltd will be able to deal freely with assets
which are secured by a charge." 4
(one word in each shaded area)
Total: 16
FBLW
Business Law