Caz is a director of Dull plc, but she also carries out her own business as a wholesale su

In the context of contracts of employment, explain the common law duties imposed on:

(a) employers; (6 marks)

(b) employees. (4 marks)

In relation to company law:

(a) explain the meaning of limited liability. (3 marks)

(b) Explain and distinguish between:

(i) unlimited companies; (2 marks)

(ii) companies limited by guarantee; (2 marks)

(iii) companies limited by shares. (3 marks)

In relation to remedies for breach of contract, explain:

(a) the difference between liquidated damages and penalty clauses; (7 marks)

(b) the duty to mitigate losses. (3 marks)

ing solutions, and Des was appointed managing director.

The company’s main contract was with Dank plc a large industrial conglomerate.

In the course of its research activity, Clean Ltd’s scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided that the company should stick to its core business.

The managing director of Dank plc is a friend of Des’s and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd.

Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his own company, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltd’s scientists, which has proved to be very profitable.

Required:

In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd.(10 marks)

nt in the English legal system:

(a) ratio decidendi and obiter dictum; (4 marks)

(b) binding precedent and persuasive precedent. (6 marks)

ankruptcy by the creditors of Hangle Garment Co and designated a bankruptcy administrator. The bankruptcy administrator found that:

(i) Hangle Garment Co had given up a credit of RMB 500,000 yuan owed by its affiliate enterprise in August 2013;

(ii) Some shareholders of Hangle Garment Co failed to make full capital contributions as prescribed in the articles of association of the company;

(iii) There was a contract between Hangle Garment Co and Bright Department Store, which was concluded before the bankruptcy application was accepted and had been partly performed.

Required:

In accordance with the Enterprise Bankruptcy Law of China:

(a) State whether the action of giving up credit could be revoked during the process of liquidation. (2 marks)

(b) State how the lack of full capital contributions by some of the shareholders of the company should be dealt with. (2 marks)

(c) State what right the bankruptcy administrator has regarding the partly-performed contract between Hangle Garment Co and Bright Department Store. (2 marks)

600 million yuan, intended to merge with a limited liability company (LLC) in the form. of merger by absorption. LLC had total assets of RMB 250 million yuan and debts of RMB 50 million yuan, owed to a local electricity plant.

Required:

In accordance with the relevant provisions of the Company Law:

(a) Describe the relevant voting requirement by the general shareholders’ meeting of Dano Stock Co to approve the merger. (2 marks)

(b) Explain why such a voting requirement by the general shareholders’ meeting is needed to pass a resolution. (2 marks)

(c) State what right the creditors of the LLC should have once they receive notice of the company merger. (2 marks)

of tinned food. The sales contract stipulated that Seafood Co was responsible for delivering the goods to Family Mart’s place of business, and an amount of RMB 50,000 yuan was agreed upon to be liquidated damages for breach of contract.

After the conclusion of the contract, Seafood Co entrusted Links Logistics Co to carry the goods to Family Mart. However, Links Logistics Co only shipped 5,000 packages to Family Mart on time. During transportation of the rest of the goods, 1,000 packages got wet in the heavy rain and arrived at Family Mart’s place of business 10 days late. Required: In accordance with the Contract Law of China:

(a) Explain whether Family Mart was entitled to refuse to accept all the 10,000 packages of goods. (2 marks)

(b) Explain whether Seafood Co could be exempted from liabilities caused by Link Logistics Co in the process of transportation. (2 marks)

(c) Explain whether Family Mart was entitled to claim the RMB 50,000 yuan liquidated damages. (2 marks)

a would provide his truck as the mortgage to Ms Yang for borrowing RMB 200,000 yuan. However, they failed to register the mortgage agreement.

Several months later, Mr Ma borrowed another RMB 200,000 yuan from Mr Lee and delivered his truck as the pledge to Mr Lee. The two parties then registered the pledge agreement.

Upon the expiration of the loan agreements, Mr Ma was unable to repay the capital and interest. A dispute occurred between Ms Yang and Mr Lee, since they intended to exercise the right of guarantee simultaneously.

Required:

In accordance with the Property Law of China:

(a) Explain whether the mortgage agreement between Mr Ma and Ms Yang came into effect. (2 marks)

(b) Describe when the right of pledge between Mr Ma and Mr Lee was established. (2 marks)

(c) Explain who should be repaid in priority if the truck was auctioned. (2 marks)

What is jurisdiction by designation?

A.The jurisdiction agreed by the parties in their contract to hear their disputes

B.The jurisdiction authorised by the people’s court at a higher level to try cases of first instance

C.The jurisdiction decided by people’s courts at the same level, if all these courts have jurisdiction over a particular case

D.The jurisdiction decided in accordance with the location of the subject matter