Publishing F4 ENG Study Text Corporate and Business Law ACCA ACCA Paper F4 (ENG) Corporate and business law (English) Welcome to Emile Woolf‘s study text for Paper F4 Corporate and business law (English) which is: Written by tutors Comprehensive but concise In simple English Used around the world by Emile Woolf Colleges Publishing Second edition published by Emile Woolf Publishing Limited Crowthorne Enterprise Centre, Crowthorne Business Estate, Old Wokingham Road, Crowthorne, Berkshire RG45 6AW Email: info@ewiglobal.com www.emilewoolfpublishing.com © Emile Woolf Publishing Limited, March 2011 All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, scanning or otherwise, without the prior permission in writing of Emile Woolf Publishing Limited, or as expressly permitted by law, or under the terms agreed with the appropriate reprographics rights organisation. You must not circulate this book in any other binding or cover and you must impose the same condition on any acquirer. Notice Emile Woolf Publishing Limited has made every effort to ensure that at the time of writing the contents of this study text are accurate, but neither Emile Woolf Publishing Limited nor its directors or employees shall be under any liability whatsoever for any inaccurate or misleading information this work could contain. British Library Cataloguing in Publications Data A catalogue record for this book is available from the British Library. ISBN: 978‐1‐84843‐138‐6 Printed and bound in Great Britain. Acknowledgements The syllabus and study guide are reproduced by kind permission of the Association of Chartered Certified Accountants. ii © Emile Woolf Publishing Limited Paper F4 (ENG) Corporate and business law c Contents Page Syllabus and study guide Chapter 1: The English legal system Chapter 2: The law of contract: offer and acceptance 39 Chapter 3: The law of contract: contract terms and breach of contract 67 Chapter 4: The law of tort 95 Chapter 5: Employment law 123 Chapter 6: Agency law 149 Chapter 7: Partnership law 167 Chapter 8: Companies and legal personality 199 Chapter 9: Company formation and constitution 219 Chapter 10: Capital and financing of companies 243 Chapter 11: Directors and other officers Company auditors 279 Chapter 12: Company meetings and resolutions 315 Chapter 13: Company insolvency 329 Chapter 14: Corporate governance 345 Chapter 15: Fraudulent behaviour 361 Practice questions 377 Answers to practice questions 401 Table of cases 463 Index 469 © Emile Woolf Publishing Limited iii iv © Emile Woolf Publishing Limited Paper F4 (ENG) Corporate and business law S Syllabus and study guide Aim To develop knowledge and skills in the understanding of the general legal framework, and of specific legal areas relating to business, recognising the need to seek further specialist legal advice where necessary Main capabilities On successful completion of this paper candidates should be able to: A Identify the essential elements of the legal system, including the main sources of law B Recognise and apply the appropriate legal rules relating to the law of obligations C Explain and apply the law relating to employment relationships D Distinguish between alternative forms and constitutions of business organisations E Recognise and compare types of capital and the financing of companies F Describe and explain how companies are managed, administered and regulated G Recognise the legal implications relating to companies in difficulty or in crisis H Demonstrate an understanding of governance and ethical issues relating to business © Emile Woolf Publishing Limited Paper F4: Corporate and business law (English) Syllabus content A Essential elements of the legal system B The law of obligations C Company directors Other company officers Company meetings and resolutions Legal implications relating to companies in difficulty or in crisis H Share capital Loan capital Capital maintenance and dividend law Management, administration and regulation of companies G Agency law Partnerships Corporations and legal personality Company formations Capital and the financing of companies F Contract of employment Dismissal and redundancy The formation and constitution of business organisations E Formation of contract Content of contracts Breach of contract and remedies The law of torts Professional negligence Employment law D Court structure Sources of law Human rights Insolvency Governance and ethical issues relating to business Corporate governance Fraudulent behaviour Approach to examining the syllabus The syllabus is assessed by a three hour paper-based examination The examination consists of seven 10 mark questions assessing knowledge of the law, and three 10 mark application questions © Emile Woolf Publishing Limited Syllabus and study guide Study Guide This study guide provides more detailed guidance on the syllabus. You should use this as the basis of your studies. A ESSENTIAL ELEMENTS OF THE LEGAL SYSTEM Court structure (a) (b) Sources of law (a) (b) (c) Explain what is meant by case law and precedent within the context of the hierarchy of the courts Explain legislation and evaluate delegated legislation Illustrate the rules and presumptions used by the courts in interpreting statutes Human rights (a) (b) (c) B Define law and distinguish types of law Explain the structure and operation of the courts and tribunals systems Identify the concept of human rights as expressed in the Human Rights Act 1998 Explain the impact of human rights law on statutory interpretation Explain the impact of human rights law on the common law THE LAW OF OBLIGATIONS Formation of contract (a) (b) (c) (d) (e) (f) Content of contracts (a) (b) (c) Analyse the nature of a simple contract Explain the meaning of offer and distinguish it from invitations to treat Explain the meaning and consequence of acceptance Explain the need for consideration Analyse the doctrine of privity Distinguish the presumptions relating to intention to create legal relations Distinguish terms from mere representations Define the various contractual terms Explain the effect of exclusion clauses and evaluate their control Breach of contract and remedies (a) (b) (c) © Emile Woolf Publishing Limited Explain the meaning and effect of breach of contract Explain the rules relating to the award of damages Analyse the equitable remedies for breach of contract Paper F4: Corporate and business law (English) The law of torts (a) (b) (c) (d) (e) Professional negligence (a) C Contract of employment (a) (b) Distinguish between employees and the self-employed Explain the nature of the contract of employment and give examples of the main duties placed on the parties to such a contract Dismissal and redundancy (a) (b) (c) Distinguish between wrongful and unfair dismissal including constructive dismissal Explain what is meant by redundancy Discuss the remedies available to those who have been subject to unfair dismissal or redundancy THE FORMATION AND CONSTITUTION OF BUSINESS ORGANISATIONS Agency law (a) (b) (c) (d) (b) (c) (d) (e) Define the role of the agent and give examples of such relationships paying particular regard to partners and company directors Explain how the agency relationship is established Define the authority of the agent Explain the potential liability of both principal and agent Partnerships (a) Demonstrate a knowledge of the legislation governing the partnership, both unlimited and limited Discuss how partnerships are established Explain the authority of partners in relation to partnership activity Analyse the liability of various partners for partnership debts Explain the way in which partnerships can be brought to an end Corporations and legal personality (a) (b) (c) (d) Explain and analyse the duty of care of accountants and auditors EMPLOYMENT LAW D Explain the meaning of tort Identify examples of torts including ‘passing off’ and negligence Explain the duty of care and its breach Explain the meaning of causality and remoteness of damage Discuss defences to actions in negligence Distinguish between sole traders, partnerships and companies Explain the meaning and effect of limited liability Analyse different types of companies, especially private and public companies Illustrate the effect of separate personality © Emile Woolf Publishing Limited Syllabus and study guide (e) Company formations (a) (b) (c) (d) (e) (f) (g) E Explain the role and duties of company promoters Describe the procedure for registering companies, both public and private Describe the statutory books, records and returns that companies must keep or make Describe the contents of model articles of association Analyse the effect of a company’s constitutional documents Explain how articles of association can be changed Explain the controls over names that companies may or may not use CAPITAL AND THE FINANCING OF COMPANIES Share capital (a) (b) (c) (e) Examine the different meanings of capital Illustrate the difference between various classes of shares Explain the procedure for altering class rights Loan capital (a) (b) (c) (d) Define companies’ borrowing powers Explain the meaning of debenture Distinguish loan capital from share capital Explain the concept of a company charge and distinguish between fixed and floating charges Describe the need and the procedure for registering company charges Capital maintenance and dividend law (a) (b) (c) F Recognise instances where separate personality will be ignored Explain the doctrine of capital maintenance and capital reduction Examine the effect of issuing shares at either a discount, or at a premium Explain the rules governing the distribution of dividends in both private and public companies MANAGEMENT, ADMINISTRATION AND REGULATION OF COMPANIES Company directors (a) (b) (c) (d) (e) © Emile Woolf Publishing Limited Explain the role of directors in the operation of a company Discuss the ways in which directors are appointed, can lose their office or be subject to a disqualification order Distinguish between the powers of the board of directors, the managing director and individual directors to bind their company Explain the duties that directors owe to their companies Demonstrate an understanding of the way in which statute law has attempted to control directors Answers to practice questions from the UK Concealing or disguising dirty money includes concealing or disguising its nature, source, location, movement or ownership These offences are punishable on conviction by a maximum prison sentence of 14 years and or a fine Failure to report It is an offence to fail to report knowledge or suspicion of money laundering by someone else Knowledge or suspicion of money laundering must be reported to an appropriate authority These offences are punishable on conviction by a maximum prison sentence of years and or a fine Tipping off It is an offence to let another person know that he is under suspicion or investigation for money laundering This offence is punishable on conviction by a maximum prison sentence of years and or a fine Regulations about reporting money laundering have been issued (and are enforced) by the Financial Services Authority These include requirements that: 65 Certain organisations such as banks must appoint a Money Laundering Reporting Officer Employees in the organisation should report any suspicions of money laundering to this individual, who must then pass the information to the authorities These organisations must have established internal procedures for reporting suspicions of money laundering Records of evidence must be obtained and kept (for example, evidence of the identity of customers) The organisation must educate/train its staff in anti-money laundering procedures Using information Don is an insider As an insider, he obtained inside information The information about the profitability of the company is inside information because: it relates to a specific company, Coaster plc it is specific, because it relates to the company’s profits for the year it has not yet been made public, and when made public it would be likely to have a significant effect on the share price Dealing in Coaster shares through Grab Limited is insider dealing, which is both a criminal offence and a civil offence in UK law Don is guilty of insider dealing (It is not clear what role or knowledge his wife had.) It could also be argued in UK law that if the insider dealing was a criminal offence, trying to disguise the proceeds of the criminal activity is money laundering Don is trying to disguise the source of the money by pretending to be a consultant for Grab Limited If money laundering can be proved, this too is a criminal activity © Emile Woolf Publishing Limited 459 Paper F4: Corporate and business law (English) The firm of solicitors is required to report any suspicions they may have of money laundering by Don (and his wife), otherwise they will be guilty of failing to report money laundering The solicitors are possibly guilty of money laundering itself, because they help to make the money available to Don and his wife 66 Drug dealing The laundry business is being used to conceal the fact that most of the money going through the business is proceeds from serious crime The laundry business might have been purchased with ‘dirty money’, but the income of the business clearly consists largely or mainly of dirty money Kim is therefore guilty of money laundering It seems that Los is assisting Kim to hide the true source of the illegal drugs money Assisting with money laundering and concealing criminal property are money laundering offences under the Proceeds of Crime Act Kim is therefore guilty under the provisions of the Act From the information available, it also seems that Mel is guilty of assisting Kim with money laundering and helping to conceal criminal property He does this by preparing false accounts for the laundry business (Even if Mel had been unaware that the money of the laundry business comes from illegal sources, which is extremely unlikely, h would probably be liable for the lesser criminal charge of failing to report knowledge or suspicion of money laundering.) 67 Fraudulent and wrongful Fraudulent trading occurs when the business of a company is carried on with the intent to defraud creditors, or for any other fraudulent purpose Fraudulent trading may occur whether or not the company is in the course of being wound up Fraudulent trading is a criminal offence, punishable by imprisonment, a fine or both Fraudulent trading is also a civil offence If fraudulent trading occurs and the company is wound up, the directors may also be made liable, in a civil action, for some or all of the company’s debts The liquidator of a company that is being wound up may apply to the court for named directors to be held personally liable for some or all of the company’s debts Wrongful trading occurs when: the directors of a company decide to keep the company in business when they know, or should know, that there is no reasonable prospect of the company avoiding insolvency, or the directors know that the company will have to go into insolvent liquidation, but not enough to minimise the potential loss for the company’s creditors The court will assume that a director should have known that the company would have to go into insolvent liquidation: 460 © Emile Woolf Publishing Limited Answers to practice questions if this would have been the opinion of a reasonably diligent person with the general knowledge, skill and experience that the director might reasonably be expected to have Unlike fraudulent trading, wrongful trading is not a criminal offence It is a civil offence If the liquidator of the company is able to show that directors were responsible for wrongful trading, the court may decide that the directors should be personally liable to make a contribution to the company’s assets Any such payment to the company by a director will be used towards paying the company’s creditors in the winding up process The answers to (b) and (c) are included in the answer above In practice, it may be difficult to obtain a decision by a court that fraudulent trading has occurred This is because fraudulent trading is a crime as well as a civil offence A director must be judged guilty of fraudulent trading only if the evidence indicates his guilt beyond all reasonable doubt Liability for wrongful trading only has to be demonstrated on the balance of probabilities Legal action against a director is therefore more likely to be on an accusation of wrongful trading rather than fraudulent trading © Emile Woolf Publishing Limited 461 Paper F4: Corporate and business law (English) 462 © Emile Woolf Publishing Limited Paper F4 (ENG) Corporate and business law T Table of cases Adams v Cape Industries plc [1990] .213 Adams v Lindsell [1818] 52 Adler v George [1964] .31 Balfour v Balfour [1919] 42 Bellinger v Bellinger [2003] .30 Bentley v Craven [1853] 174 Beswick v Beswick [1968] 56 Beswick v Beswick [1968] 84 Bettini v Gye [1876] 70 Bone v Seal [1975] 98 Boston Deep Sea Fishing and Ice Co Ltd v Ansell [1957] 165 Brady v Brady [1989] .265 British Telecommunications and others v One in a Million and others [1998] .121 Byrne v Leon van Tienhoven [1880] 49 Caparo Industries plc v Dickman [1990] 105 Carlill v Carbolic Smoke Ball Co [1893] 46 Cassidy v Ministry of Health [1951] 126 Central London Property Trust Ltd v High Trees House Ltd [1947] 65 Chapelton v Barry UDC [1940] 74 Chappell and Co v Nestle Co Ltd [1959] 61 Chaudhry v Prabhakar [1987] 115 Clef Acquitaine v Laporte [2001] .98 Collins v Godefroy [1831] 63 Combe v Combe [1951] .66 Corkery v Carpenter [1964] 31 Currie v Misa 59 Cutter v Powell [1795] .78 D & C Builders v Rees [1966] 66 Daimler v Continental Tyre and Rubber Co GB [1916] 218 Donoghue v Stevens (1932) 101 Donoghue v Stevens [1932] 102 Donovan v Invicta Airways [1970] 135 © Emile Woolf Publishing Limited 463 Paper F4: Corporate and business law (English) Dorchester Finance Co Ltd v Stebbing [1989] 295 Dunlop v New Garage and Motor Co [1915] 93 Dunlop v Selfridge [1915] 55 Edwards v Skyways [1964] .44 El Sombrero Ltd [1958] 318 Entores v Miles Far East Corporation [1955 53 Equitable Life case 117 Erlanger v New Sombrero Phosphate Co [1878] 221 Errington v Errington [1952] 50 Ewing v Buttercup Margarine Company Ltd (1917) 240 Factortame Ltd v Secretary of State for Transport [1989] 35 Fardon v Harcourt-Rivington [1932] 102 Felthouse v Brindley [1863] 53 Firestone Tyre & Rubber Co Ltd v Lewellin [1957] 212 Fisher v Bell [1961] .47 Fitzpatrick v Sterling Housing Association 34 Flitcroft’s case [1882] .268 Foakes v Beer [1884 64 Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] .294 Freeman and Lockyer v Buckhurst Park Properties [1964] .157 Gibson v Manchester City Council [1979] 45 Gilford Motor Co Limited v Horne [1933] 217 Gluckstein v Barnes [1900] .221 Great Northern Railway Company v Swaffield [1874] 158 Hadley v Baxendale 87 Hadley v Baxendale [1854] .87 Hansa Nord [1976] .71 Harris v Nickerson [1873] 47 Harvey v Facey [1893] .46 Hedley Byrne v Heller [1963] 105 Hely-Hutchinson v Brayhead Ltd [1968] 162 Henderson v Merrett Syndicates Ltd [1995] 116 Heron II [1969] 88 Hickman v Kent and Romney Marsh Sheep Breeders Association [1920] 231 Hill v Chief Constable of West Yorkshire [1988] 103 Hochster v De La Tour [1853] 83 Hoenig v Isaacs [1956] .79 Hogar Estates Ltd v Shebron Holdings Ltd [1980] .173 Holwell Securities v Hughes [1974] 53 Home Office v Dorset Yacht Co [1970 103 Howard Smith Ltd v Ampol Petroleum Ltd [1974] 297 Hutton v Warren [1836] 72 Hyde v Wrench [1840] .50 Industrial Development Consultants Ltd v Cooley [1972] 298 Johnson v Gore Wood & Co [2001] 92 464 © Emile Woolf Publishing Limited Table of cases Jones v Pandavatton [1969] 42 Jones v Vernons Pools Limited [1919] 44 Keighley, Maxsted & Co v Durant [1901] 155 Kelner v Baxter [1866] .155 Kelner v Baxter [1866] .222 L’Estrange v Graucob [1934] 75 Lass Salt Garvin v Pomeroy [2003] 156 Law v Law [1905] .173 Lee v Lee’s Air Farming Ltd [1960] .203 Linden Gardens Trust v Lenesta Sludge Disposals Ltd [1994] 56 Macaura v Northern Life Assurance Company [1925] .203 Market Investigations Ltd v Ministry of Social Security [1969] 128 McArdle [1951] 63 Mendoza v Guidan [2003] 34 Mercantile Credit v Garrod [1962] 184 Merritt v Merritt [1970] .42 Miles v Clarke [1953] .179 Moorcock [1889] 72 Morphites v Bernasconi [2001] .374 Murphy v Brentwood DC [1990] 114 Nethermere (St Neots) Ltd v Gardiner and Taverna [1984] 128 O’Brien v Associated Fire Alarms [1969] 145 O’Kelly v Trusthouse Forte plc [1983] 128 Omnium Enterprises v Sutherland [1919] 83 Panorama (Developments) Guildford Ltd v Fidelis Furnishing Fabrics Ltd [1971] 306 Partridge v Crittenden [1968] 47 Payzu v Saunders [1919] 91 Pender v Lushington [1877] 232 Pepper v Webb [1968] .132 Percival v Wright [1902] 296 Pharmaceutical Society of Great Britain v Boots Cash Chemists (Southern) [1953] 47 Phonogram Ltd v Lane [1981] 223 Pinnel’s case [1602] 64 Planche v Colburn [1831] 79 Poussard v Spiers & Pond [1876] .70 Pretty v DPP [2002] 32 Produce Marketing Consortium Ltd [1989] 375 R v Maginnis [1987] 30 Racing UK Ltd v Doncaster Racecourses Ltd [2005] 163 Rank Xerox Ltd v Churchill [1988] 145 Ready Mixed Concrete v Ministry of Pensions [1968] 127 Reckitt & Colman v Borden [1990] 120 Regal (Hastings) Ltd v Gulliver [1967] 298 Roe v Minister of Health [1954] .113 © Emile Woolf Publishing Limited 465 Paper F4: Corporate and business law (English) Rose and Frank Co v Crompton Bros [1925] 44 Routledge v Grant [1828] 49 Royal Bank of Scotland v Bannerman [2002] .117 Ruxley Electronics and Construction Ltd v Forsyth [1995] 90 Salomon v Salomon & Co Limited [1897] 203 Scammel v Ouston [1941] 45 Secretary of State for Trade and Industry v Deverell [2001] .283 Selectmove [1994] .64 Shanklin Pier v Detel Products Ltd [1951] .57 Sigsworth [1935] 31 Simmonds v Dowty Seals Ltd [1978] 135, 136 Sinclair v Neighbour [1967] 133 Sinclair, Moorhead & Co v Wallace & Co [1880] .162 SMC Electronic Ltd v Akhter Computers Ltd [2001] 162 Smith v Eric S Bush [1990 105, 106, 107 St Helens Smelters v Tipping [1865] .98 Stevenson v McLean [1880] 51 Stilk v Myrick [1809] 62 Stovin v Wise [1996] 107 Stringfellow v McCain Foods (1984) .240 Sumpter v Hedges [1898] 80 Surrey County Council v Bredero Homes [1993] 89 Tasbian Ltd (no 3) [1992] 284 Taylor v Kent County Council [1969] 145 Tetley v Chitty [1986] 98 Thomas v Thomas [1842] 61 Thornton v Shoe Lane Parking Ltd [1971] .74 Tower Cabinet v Ingram [1949] .189 Uno, Secretary of State for Trade and Industry v Gill [2004] 289 Victoria Laundry Ltd v Newman Industries Ltd [1949] 88 Vitol SA v Norelf Ltd [1996] .82 Wagon Mound case [1961] 109, 110, 111, 112 Walker v Crystal Palace Football Club [1910] .125 Ward v Tesco Stores Ltd [1976] .96 Warner Bros v Nelson [1937] 85 Watteau v Fenwick [1893] 161 Watteau v Fenwick, [1893] .293 Watts v Morrow [1991] .92 Western Excavating Ltd v Sharp [1978] 135 Western Web Offset Printers Ltd v Independent Media Ltd [1995] 91 White and Carter (Councils) v McGregor [1961] 82 White v Bluett [1853] 61 White v Jones [1995] 104 Whittaker v Minister of Pensions & National Insurance [1967] 126 Williams v Roffey Brothers [1990] 62 Wilson v First County Trust [2000] 29 466 © Emile Woolf Publishing Limited Table of cases Winn v Bull [1877] .54 Yates Building Co v J Pulleyn & Sons [1975] 52 Young v Bristol Aeroplane Co Ltd [1944] 22 © Emile Woolf Publishing Limited 467 Paper F4: Corporate and business law (English) 468 © Emile Woolf Publishing Limited Paper F4 (ENG) Corporate and business law i Index A Chancery 15 Civil courts 14 Ability to mitigate a loss for breach of contract Civil law 12 91 Class meetings Acceptance 51 Collateral contract 316 56, 57 Administration of Justice Act 1925 31 Commercial agreements: intention to create a legal agreement 43 Agreements between family members 42 Common law Acts of Parliament 12, 25 11 319, 320 Companies Act 1985 27 Anticipatory breach 81 Companies Act 2006 26 Appeal court 14 Company meetings 316 Appeal Court of the House of Lords 14 Composition with the creditors 65 Consideration 59 Constitutional Reform Act 2005 15, 17 B Consumer Credit Act 1974 29, 41 Annual general meetings (AGMs) Beyond reasonable doubt’ 12 Bill of exchange 41 Bills 25 Binding precedent: advantages/disadvantages 23 Contract (Rights of Third Parties) Act 1999 57 Contract: form 40 Contract: nature 40 Council of Ministers 35 Counter‐offers 50 County Courts Act 1984 27 Breach of contract 40, 81 Court of Appeal (Civil Division) 15 Burden of proof 12, 76 Court Rule Committees 27 Court structure 14 Courts of appeal 14 Courts of first instance 14 C Criminal courts 16 Criminal law 12 Crown Courts 15 Crown Prosecution Service (CPS) 12 Bye‐laws Case law Chairman of a general meeting © Emile Woolf Publishing Limited 27 11, 19 322 469 Paper F4: Corporate and business law (English) D Financial Services and Markets Act 2000 27 Freedom of contract 40 Deed of covenant 41 Deeds 41 Defendant 12 G Delegated legislation 12, 25, 26 advantages/disadvantages Directors Remuneration Report Regulations 2002 Doctrine of binding precedent 28 Gender Recognition Act 2004 General meetings 27 19, 20 30 316 Golden rule 31 Guarantee 41 Doctrine of judicial precedent 20 Doctrine of Parliamentary sovereignty 25 Doctrine of precedence 11 Doctrine of privity of contract 55 H exceptions 56 Hierarchy of courts 14 statutory exceptions 57 House of Commons 25 65 House of Lords Doctrine of promissory estoppel Domestic agreements and social agreements: intention to create a legal agreement 41 Housing Act 1988 34 Human Relations Act 1998 16 Human Rights Act 1998 29, 33 E Employment Appeal Tribunal 18 Employment tribunals 17 English law: Sources 10 EU Directives 36 European Commission 35 European Communities Act 1972 35 European Community law 35 European Convention on Human Rights (ECHR) 29, 32 European Court of Human Rights 14, 32 European Court of Justice (ECJ) 14, 35 European Parliament 35 European Union 35 Executed consideration 60 Executory consideration 60 Extraordinary general meetings (EGMs) 16, 25 I Intention to create a legal contract 41 Intention to create a legal relationship 41 Interpretation of statutes 30 Invitation to treat 46 Invitations to tender 47 J Judicial review 29 L 320 Law of agency 56 Legal contract 40 F Legislation 12 Literal rule 30 Local Government Act 1972 27 Family Division 15 Finance Bill 25 470 © Emile Woolf Publishing Limited Index Professional regulations 27 M Promissory estoppel 65 Magistrates Courts 16 Magistrates Courts Act 1980 27 Q Matrimonial Causes Act 1973 30 Proxies Methods of voting 324 Queens Bench Division Merchant Shipping Act 1988 35 Quorum for a general meeting Mischief rule 31 Misuse of Drugs Act 1971 30 325 15 317 R O Ratio decidendi 20 Rebuttal 42 Obiter dicta 20 Rent Act 1977 34 Offer 45 Requests for further information 51 Offer and acceptance 40 Resolutions 322 Offeree 40, 46 Reversing the decision of a lower court 22 Offeror 40 Revocation of an offer 48 Official Secrets Act 1920 31 Road Traffic Act 1972 57 Old Bailey 16 Royal Assent 26 On the balance of probabilities 12 Option contract 49 Orders in Council 27 S Ordinary resolutions Overruling a precedent 323 22 Secondary legislation 12 Simple contracts 41 Solicitors Act 27 P Special resolutions 323 Specialty contracts 41 Part payment 64 Standard form contracts 41 Part payment by a third party 65 Standing offer 48 Part payment: Exceptions 65 Statute law Past consideration 63 Statutory instruments 27 Payment in kind 61 Suicide Act 1961 32 Per incuriam 23 Supreme Court Act 1981 27 Persuasive authority 20, 21 Supreme Court of the United Kingdom 12, 25 14, 16 Pinnel’s case 64 Plaintiff 12 Postal rule 52 T Precedent 19 Presumption 42 Primary legislation 12 Privity of contract 55 Termination of an offer: reject the offer, counter‐offer, offer may lapse, by death, by revocation or withdrawal of the officer 48 Privy Council 28 Terms of a contract agreement © Emile Woolf Publishing Limited 40 471 Paper F4: Corporate and business law (English) Treaty of Maastricht 36 V Treaty of Rome 36 Trial by jury 12 Voting by a show of hands 325 Tribunals 17 Voting by poll 325 U W Ultra vires 29 Written resolutions Unfair Contract Terms Act 1977 41 Unilateral contracts 50 323 472 © Emile Woolf Publishing Limited Publishing F4 ENG Study Text - Corporate and Business Law A well-written and focused text, which will prepare you for the examination and which does not contain unnecessary information • Comprehensive but concise coverage of the examination syllabus • A focus on key topic areas identified by specialist tutors • Simple English with clear and attractive layout • A large bank of practice questions which test knowledge and application for each chapter • A full index • The text is written by Emile Woolf International’s Publishing division (EWIP) The only publishing company focused purely on the ACCA examinations • EWIP’s highly experienced tutors / writers produce study materials for the professional examinations of the ACCA • EWIP’s books are reliable and up-to-date with a user-friendly style and focused on what students need to know to pass the ACCA examinations • EWIP’s association with the world renowned Emile Woolf Colleges means it has incorporated student feedback from around the world including China, Russia and the UK For Distance Learning Programmes please visit our website at: www.ewipublishing.com ACCA .. .ACCA Paper F4 (ENG) Corporate and business law (English) Welcome to Emile Woolf‘s study text for Paper F4 Corporate and business law (English) which... changes, new legal disputes arise where the law has not yet been established by judicial precedent In the absence of statute law, any such new dispute may require a new judicial opinion and a new precedent... Publishing Limited Paper F4 (ENG) Corporate and business law S Syllabus and study guide Aim To develop knowledge and skills in the understanding of the general legal framework, and of specific