- •Contents
- •1. Words to be remembered.
- •2. Text for reading. The Classification of English Law
- •Legal Personality
- •Natural persons
- •Corporations
- •Unincorporated associations
- •The Sources of English Law
- •Case law
- •Legislation
- •The Courts in Great Britain European Community Law
- •The direct applicability and direct effectivity of Community law
- •Legislation Treaty provisions
- •Regulations
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 2. Business Organisations
- •1. Words to be remembered.
- •2. Text for reading.
- •A. The Sole Trader
- •B. The Partnership
- •The existence of a business
- •Carried on in common
- •With a view of profit
- •Persons capable of being partners
- •Firm and the firm name
- •Illegal Partnerships
- •The Relations of Partners to One Another
- •Partnership Property
- •The rights of Partnership Inter Se
- •The expulsion of a partner
- •Duties of Partners Rendering true accounts and full information
- •Duty to account for secret profits
- •Liability in Torts
- •Vicarious liability
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 3. Business Organisations The Registered Company
- •1. Words to be remembered.
- •2. Text for reading. C. The Registered Company
- •Unlimited liability companies
- •Limited liability companies
- •Private and public companies limited by shares
- •Groups of Companies: Holding and Subsidiary Companies
- •Separate legal person
- •The Constitution of a Registered Company
- •The contents of the Memorandum
- •The name clause
- •Change of name
- •Common law restrictions on choice of name: ‘passing off’
- •The registered office clause
- •The capital clause
- •Company Promoters
- •Fiduciary duties of promoters
- •Provisional Contracts by Public Companies
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 4. Business Organisations The Registered Company as Itself
- •1. Words to be remembered.
- •2. Text for reading. The Directors
- •The appointment of directors
- •The retirement of directors
- •Age restrictions on directors
- •Disqualification of directors
- •Duty to disqualify unfit directors of insolvent companies
- •The Company Secretary
- •The Enforcement of Directors’ Duties
- •Common law exceptions to the rule in Foss V. Harbottle
- •Illegal acts
- •Personal rights of a shareholder
- •The form of the minority action.
- •Statutory exceptions to Foss V. Harbottle
- •Just and equitable winding up
- •Department of Trade investigations.
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 5. Shares and Shareholders
- •1. Words to be remembered.
- •2. Text for reading. Shares and Shareholders
- •The rights and liabilities of the shareholder
- •Registered and bearer shares
- •Mortgages of shares
- •Classes of share
- •Variation of shareholders’ rights
- •Becoming a Member of a Company
- •Ceasing to be Member
- •Transfer of Shares
- •Restrictions on transfers
- •The Register of Members
- •4. Find the following sentences in the text.
- •5. Recite the main point of the text. Unit 6. Consumer Protection
- •1. Words to be remembered.
- •Merger – поглощение, слияние компаний
- •2. Text for reading. Aims of Competition Law
- •The Fair Trading Act 1973
- •Control of Rogue Dealers
- •Monopolies
- •Mergers
- •The Consumer Protection Act 1987
- •Defective product
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 7. Bankruptcy
- •1. Words to be remembered.
- •2. Text for reading. Bankruptcy
- •Persons who can be made bankrupt
- •The bankruptcy petition
- •The consequences of the bankruptcy order
- •3. Questions.
- •4. Find the following sentences in the text.
- •1. Words to be remembered.
- •2. Text for reading. Definition of Agency
- •Types of Agent
- •The Authority of the Agent
- •By conscent of the principal
- •Ratification
- •Authority by operation of the law: agency of necessity
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •1. Words to be remembered. Tort – деликт, гражданское правонарушение
- •2. Text for reading.
- •Importance of Tortious Liability
- •Torts affecting the person
- •Torts affecting property
- •Torts affecting economic rights
- •Torts affecting reputation
- •Torts affecting rights generally
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 10. The Law of Contract
- •1. Words to be remembered.
- •2. Text for reading. The Law of Contract
- •Essentials of a Contract
- •Contracts for the Sale of Goods
- •The Form of the Contract
- •The Implied Terms in a Contract for the Sale of Goods
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 11. Contracts of Employment
- •1. Words to be remembered.
- •2. Text for reading. Contracts of Employment The Contract for Service and the Contract for Services
- •The distinguishing criteria
- •The position of casual workers
- •The position of temporary workers
- •Vicarious Liability
- •Continuity of Employment
- •Formation of the Contract of Employment.
- •Terms implied into a contract of employment by the common law
- •Terms implied into contracts of employment by statute
- •Unfair dismissal
- •Remedies for unfair dismissal
- •Transfers of undertakings.
- •Fixed Term and Performance Contracts
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 12. The Nature and Classification of Business Property
- •1. Words to be learned.
- •2. Text for reading. The Nature and Classification of Business Property
- •Introduction into English Law of Real Property
- •Freehold estates
- •Leasehold estates
- •Equitable estates
- •Legal and equitable estates compared
- •Rights Over the Property of Another
- •Easements and profits
- •Restrictive covenants
- •The Reforms of 1925
- •Registered and Unregistered Conveyancing
- •Unregistered conveyancing
- •Registered conveyancing
- •The Classification of Estates and Interest in Land: Unregistered and Registered Unregistered land
- •Registered land
- •Choses in Possession
- •Choses in Action
- •Assignable choses in action
- •Negotiable choses
- •Negotiable instruments.
- •Intellectual Property Rights Trade marks and brand names
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 13. The Nature of Security
- •1. Words to be learned.
- •2. Text for reading. Securities for Loans The Nature of a Security
- •Mortgages of Land
- •Legal mortgages
- •Mortgage by demise.
- •Mortgages and reality of consent
- •Priority and Protection of Mortgagees
- •Mortgage protection in unregistered conveyancing
- •Mortgage protection in registered land
- •3. Questions
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •Vocabulary
- •Latin terms
Statutory exceptions to Foss V. Harbottle
The most important statutory exception is the right to petition against unfair prejudice.
Petition against unfair prejudice.
Any member of a company may apply to the court by petition on the ground that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or some part of its members.
The court can make any order on the petition.
It is important to identify what is meant by unfair prejudicial conduct and the nature of the interests of the members capable of unfair prejudice.
The nature of the members' interests The first reported decision on [1983] limited the right to petition to cases where the unfair prejudice affected a person in his capacity as a shareholder. In Re a Company [1986], Hoffman j said: 'In the case of a small private company in which two or three members have ventured their capital... on the footing that each will earn his living by working for the company as a director . . . [the] member's interests . . . may include a legitimate expectation that he will continue to be employed as a director and his dismissal from that office and exclusion from the management of the company may therefore be unfairly prejudicial to his interests as a member.' Relief has been obtained where the petitioner complained of removal from office amongst other things.
Successful actions have been brought in respect of breaches of fiduciary duties including conflict of interests, excessive remuneration and a rights issue regarded as an attempt to dilute the interest of a shareholder.
Just and equitable winding up
The court has a wide discretionary power to wind up a company on a petition presented by a member. The categories of complaint are unclear and Lord Wilberforce in the leading case of Ebrahimi v. Westbourne Galleries Ltd [1973] stressed that in his view the general words should not be reduced to the sum of particular instances.
In this case, the plaintiff had been in a partnership with N and they later formed a company to take over the business and became the only directors and shareholders, each holding 500 shares. When N's son joined the business, E and N transferred 100 shares to him and he became a director. Ebrahimi was removed from the board and petitioned for the just and equitable winding up. The House of Lords held that Ebrahimi and N had formed the company to perpetuate their previous partnership, and that E's exclusion was unjust.
Lord Wilberforce suggested that the remedy applied to a small private company where one or more of the following factors was present: (i) it should be an association formed or continued on the basis of a personal relationship, involving mutual confidence; (ii) there should be an agreement that all or some of the shareholders shall participate in the management of the business; and (iii) there should be restrictions on the transfer of the members' shares.
The equitable principles of Ebrahimi have been applied outside the framework of a winding up petition. Thus in Clemens v. Clemens Bros. Ltd [1976], the court set aside an issue of additional shares aimed at diluting the plaintiff’s holding.