Stationary Company was a joint stock company incor...

In relation to the Property Law of China:

(a) explain the legal basis for creating legitimate possession, and the rules for determining the matters arising from possession; (3 marks)

(b) state the right of claim of a LEGITIMATE POSSESSOR against various tortuous activities that infringe upon or impair the possession, or damage the immovable or movable property under a legitimate possession; (4 marks)

(c) state the rules of compensation to a RIGHT HOLDER for any immovable or movable damaged, destroyed or lost by a possessor. (3 marks)

re capital of ￡300, which was equally divided between them, with each of them becoming a director of the company.

Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of ￡10,000.

At that time Fran said he thought the company should cease trading and be wound up. Gram and Hen, however,were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retaining his position as a company director.

In the course of the next three years Gram and Hen falsifi ed Ire Ltd’s accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the company’s debts and that it would have to go into insolvent liquidation, with debts of ￡100,000.

Required:

Advise Fran, Gram and Hen as to any potential liability they might face as regards:

(a) fraudulent trading, under both criminal and civil law; (5 marks)

(b) wrongful trading under s.214 of the Insolvency Act 1986. (5 marks)

In relation to company law, explain:

(a) the doctrine of capital maintenance; (4 marks)

(b) the circumstances under which both a private and a public company can reduce its capital and the procedure

to be followed. (6 marks)

eneral manager, Mr Ding, had accepted bribes from several suppliers, which materially caused losses to Daqing, and adversely affected the interests of all shareholders.

Further examination, through a Certified Public Accountant firm, disclosed that there were a lot of affiliated transactions between Daqing and Everbright Co, which was the majority shareholder of Daqing. Mr Ding was recommended by Everbright Co and appointed by Daqing’s board of directors, which was substantially influenced by Everbright Co. With a series of such transactions Daqing transferred huge profits to Everbright Co and adversely affected Daqing.

Required:

(a) State whether Ms Huang was entitled to take legal action against Mr Ding for his illegal behaviour of accepting bribes which adversely affected all the shareholders. (2 marks)

(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and its shareholders due to the affiliated transactions with Everbright Co. (4 marks)

in bio-technology, each holding 25% of the shares of the company.

Several months later Qian intended to transfer his shares to a listed company for profit and sent notices to the other three shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qian’s shares if the price was reasonable. Sun disagreed and claimed his right of priority to buy Qian’s shares. However, Zhao and Sun could not reach an agreement as to the proportion of shares to buy. Lee kept silent upon receipt of the notice.

Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to the listed company, which caused a dispute among the four shareholders. Under such circumstances, Lee decided to leave the company and requested the company to purchase his shares.

Required:

In accordance with the relevant provisions of the Company Law:

(a) State how Zhao and Sun’s failure to reach an agreement on the proportion of shares to purchase should be dealt with. (2 marks)

(b) State whether Lee’s request for the company to purchase his shares should be upheld if the dispute was brought to court. (2 marks)

(c) State whether Qian was entitled to transfer his shares to the listed company. (2 marks)

,000 kg of tomatoes is urgently needed. Reply as soon as possible.’

Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took delivery of the goods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet the standard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contract between the two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factors to be an effective offer.

Required:

In accordance with the Contract Law:

(a) Explain the legal nature of the fax sent by Food Shop. (2 marks)

(b) Describe the legal nature of the act to take delivery of the goods by Food Shop. (2 marks)

(c) Explain whether there was a contract between the two parties. (2 marks)

operation of:

(a) compulsory winding up; (4 marks)

(b) administration. (6 marks)

re and to whom any such duty is owed.(10 marks)

In relation to the law of contract, explain:

(a) the postal rule; (5 marks)

(b) the doctrine of privity. (5 marks)

t in January 2012. Mering would use the first floor to open a restaurant. The annual rental should be paid on the first of each month.

In 2013 Stine and Mering entered into a service agreement, by which Mering would provide meals to the employees of Stine. The service fees would be paid on a quarterly basis.

In June 2014, Mering was declared bankrupt by a court which designated a bankruptcy administrator responsible for the liquidation. The bankruptcy administrator found that Mering had failed to pay the rental for 2014. Stine claimed the rental due for the year of 2014 as his credit and requested to offset the meal service fees for the first and second quarters of 2014. Stine also declared dissolution of the leasing agreement between the two parties.

Required:

In accordance with the Enterprise Bankruptcy Law:

(a) State whether Stine’s request to offset the meal service fees was in conformity with the law. (2 marks)

(b) State how to deal with Stine’s request to dissolve the leasing contract. (2 marks)

(c) State what benefit Stine could have if its request to offset was accepted. (2 marks)