You are working as legal expert at a firm. This year, your company represents for a client to cooperate with another Partner in the UK. The project is going to happen in the UK as well. Your job is to make research of basic principles of the legal system of the UK in order to support your client for the subsequent investment plan. You are asked to make an individual report. Essentially, the report will contain the following matters: (1) Explain the different sources of the law in general. And, (2) Explain the role of the government in law making and how statutory and common law are applied in the justice court.
ASSIGNMENT FRONT SHEET Qualification BTEC Level HND Diploma in Business Unit number and title Unit 7: Business Law Submission date Date Received 1st submission Re-submission Date Date Received 2nd submission Group number: Student names & codes Final scores Class Signatures Assessor name Student declaration I certify that the assignment submission is entirely my own work and I fully understand the consequences of plagiarism I understand that making a false declaration is a form of malpractice P3 P4 P5 P6 M2 M3 M4 D2 D3 OBSERVATION RECORD Student Nguyen Duc Huy Description of activity undertaken Making requests and issues related to contract law Assessment & grading criteria How the activity meets the requirements of the criteria Student signature: Assessor Date: Date: signature: Assessor name: Student Nguyen Ngoc Thuy Duong Description of activity undertaken Making requests and issues related to Company Law Assessment & grading criteria How the activity meets the requirements of the criteria Student Date: signature: Assessor signature: Date: Assessor name: Student Nguyen Tuyet Suong Description of activity undertaken Making requests and issues related to Labor Law Assessment & grading criteria How the activity meets the requirements of the criteria Student signature: Date: Assessor signature: Date: Assessor name: Student Nguyen Thanh Da Nguyet Description of activity undertaken Making requests and issues related to dispute resolution methods Assessment & grading criteria How the activity meets the requirements of the criteria Student signature: Date: Assessor signature: Date: Assessor name: r Summative Feedback: Grade: Assessor Signature: Internal Verifier’s Comments: Signature & Date: r Resubmission Feedback: Date: Table Context Introduction Contract Law Definition Contract Types of contract 9,10 Indefinite contracts and advantages and disadvantages 10,11 Valid Contract 12 REAL CONTRACT 13,14,15 Aplly problem in the company .16,17 Dispute resolution methods 18 Company Law Sole proprietorship 19 Partnerships 20,21,22 Limited Liability company 23,24,25 Joint stock company 26,27 Apply in the problem company .28,29,30 Legal Trouble and Solution of Company law 31 Solution 32,33,34 Labor Law Apply problem in the company 35 Solution 36 Dispute Resolution Methods 37 Problem 38 References .39,40 Introduction In this assignment, this is a 4-person group exercise and the requirements of the exercise are to solve issues related to the law regarding the definitions, analysis and dispute situations and specific handling in each case members of the group addressed in this assignment CONTRACT LAW Definition Contract : Contract means an agreement between two or more parties on the establishment, change or termination of rights and obligations Contracts are one of the first concepts of law, formed from the time when people made the first transactions The term contract is also used to refer to legal relations arising from a contract, to indicate the document containing the content of the contract The contract may be executed as soon as the parties reach agreement For these simple contracts, gestures, words are a form of contractual expression With the increase in demand for exchange, especially since the establishment of the business community, the implementation of the contract gradually separated from the time when the parties reached an agreement, and the contract in the form of documents appeared To combat fraud and flip-flop in transactions, certified and certified documents are gradually formed Contracting institutions achieve perfection in both content and form at the beginning of the bourgeois society Along with the development of society, the basic principles of the contract are gradually restricted to protect the common interests of the community Types of contract : On the basis of validity Valid Contract: An agreement which is enforceable by law, is a valid contract Void Contract: The contract which is no longer enforceable in the court of law is a void one Voidable Contract: A contract in which one of the parties to the contract has a choice to avoid performing his/her part, then it is termed as a voidable contract When the consent of the party is not free, the contract becomes voidable, at the option of the aggrieved party Illegal Contract: A contract which is forbidden by law is termed as an illegal contract Unenforceable Contract: The contract whose substance is good, but due to some issues, it is not enforceable, is called an unenforceable contract On the basis of formation Express Contract: When the terms of the contract are expressed orally or in writing, it is known as an express contract Implied Contract: The contract which is constituted by implication of law or action, is an implied one Quasi-Contract: These are not a real contract, but are identical to a contract, which is formed out of some circumstances On the basis of Performance Executed Contract: When the contract is performed, it is known as an executed contract Executory Contract: When the obligation in a contract, is to be performed in future, it is described as an executory contract • Unilateral Contract • Bilateral Contract Indefinite contracts and advantages and disadvantages Definition: when at least two-thirds of the members attend Each member will have a vote of equal value The Members' Council may approve a decision by absentee voting The resolution of the Members' Council will be ratified when it is ratified by the majority of attending members The decision to amend the company's charter, restructure the company, transfer a part or all of the company's charter capital must be approved by at least threefourths of the attending members The president of the company is appointed by the owner The company president shall exercise the rights and obligations of the company owner on behalf of the company owner The Director / General Director is legally responsible for the company's owner for the exercise of the rights and obligations prescribed by the Law and the company's charter The General Director and the direct authority of the company will appoint Supervisors A supervisor is a person who has qualifications and experience in accounting, auditing, or professional qualifications and practical experience in the company's business line They meet other standards and conditions specified in the company's charter 2/ Multi member Ltd Company : A multi-member limited liability company is a business in which the Member is an organization or an individual The number of members does not exceed 50 members Members are responsible for the debts of the business It is considered the value of capital they contribute to the business A multi-member limited liability company has the legal status from the date of issuance of the business registration certificate Like a singlemember limited liability company, a multiple-member limited liability company may not issue shares Each limited liability company with many members with 11 or more members may set up a Control Board A company with fewer than 11 members may also set up a Control Board if necessary for business administration Multi-member limited liability companies include the Members 'Council, the Chairman of the Members' Council, a Director / General Director, the Board of Controllers of the company They can contribute properties other than the promised one Such assets are approved by the majority of other members Each member has the rights and obligations proportional to the promised capital contribution Every member has the right to ask the company to buy back his shares If the company does not repurchase shares as prescribed, members have the right to transfer their shares to another member or a non-member Every member of a multi-member limited liability company has the right to transfer part or all of his / her share to another person Members of a limited liability company many members are the company's ultimate decision making body They have at least one meeting every year The Board of Members has the rights and obligations to decide the company's annual business plan and development strategy The Members' Council will approve resolutions within its authority by voting at the meeting Members, managers, controllers of the company, and their authorized representatives have the right to inspect and copy part or all of the relevant information during business hours according to the procedure in the company's charter A multi-member limited liability company may only distribute profits to its members when its business is profitable Tax and financial obligations must comply with the law Debts can be paid after profit distribution Joint stock company All the largest companies in the world are usually joint-stock companies It is considered the most suitable form of business organization A joint-stock company is an enterprise jointly owned by shareholders (investors) Each investor owns a stock based on the number of shares purchased The owners of a joint-stock company are expected to share their profits The shareholders of the joint-stock company have unlimited liability for the company's debts It means that a shareholder's personal property can be confiscated to pay the company's debts It has a distinct legal identity Therefore, a member of the company is not responsible for the company And similarly, the company will not depend on any member of any business activities The member or shareholder of a joint-stock company is constantly changing, but this does not affect the life of the company The liability of a shareholder of a joint-stock company is limited A member's personal property cannot be liquidated to repay a company's debt Responsibility of shareholders is limited to the unpaid share capital If the shareholder's stock is paid in full, the shareholder is no longer responsible The amount of debt has nothing to with this Only company assets can be sold to pay off its debt Members cannot be made to pay In the case of a public company, the stock may be freely transferred It has almost no restrictions In a public company, there are some restrictions, but the transfer cannot be banned Apply in the problem company Hoa Phat Group Joint Stock Company BASIC INFORMATION Company name Hoa Phat Company Group Joint Stock Company type Headquarter Joint Stock Company 243 - Giai Phong St - Dong Da Dist Ha Noi -Viet Nam Ownership Structure 1/ Explanation of Shareholders’ role in managing the company: • The shareholders are the owners of the company and provide financial support in return for potential dividends throughout the life of the company A shareholder does not manage the company's daily work because it is handling by the director • When a shareholder is unable to attend a general meeting, they may appoint another member in their position • Although shareholders cannot modify the directors' decisions or interfere with the management of the company They may convene a joint meeting and make a move to remove a director they may modify the terms to limit the powers of the director • The liability of a shareholder is limited The company's debts are the responsibility of the company itself Shareholders are only responsible for the price they paid for the stock However, it should be noted that if the stock is partially paid Shareholders will have to pay the remaining balance when the director or administrator (if the company is in financial difficulties) calls up the unpaid amount 2/ Explanation of CEO/ Director’s duties in managing the company : • The director acts as a prudent manager The director is accountable to the companies as well as their shareholders and creditors For damages incurred, they will make a decision to prevent the damage • Directors must also play an active role and participate in issues related to joint-stock company management If a director disagrees with an issue raised by a shareholder They can record their views in the resolution of the board • Directors are also obliged to be loyal to joint-stock companies This requires them to prioritize the interests of the company over their own If violating this obligation, the director will be responsible for compensation • Moreover, the director must treat all shareholders equally This task aims to prevent arbitrary and subjective treatment of shareholders (for example, inviting all shareholders to attend the general meeting of shareholders and to distribute dividends equally) • The director must ensure that the equity is properly recorded When a company's records indicate that the shareholders have completed their equity registration, but they not pay or pay inadequately The director will be responsible for the unpaid amount along with damages and interest Violation of this obligation may result in imprisonment and a fine • Directors must report transactions between the company and its controlling group or shareholder 3/ Explain the way the company raises capital with Charter Capital regarding the process to become a new shareholder of company : • Initial capital contribution: When a joint-stock company is established, the company owner must have some initial capital contributed by the founding member • Capital from undistributed profits: when the company is profitable, the company can use part of the profits to reinvest and expand production and business • Issuing new shares: This is an important type of securities exchanged and traded on the stock market • Issuing preferred shares: this type of stock usually accounts for a small proportion • Mobilizing loans of joint-stock companies: including bank credit capital and commercial credit capital • Issuance of corporate bonds: corporate bonds take many different forms These are fixedinterest bonds and variable-yield bonds • Raising capital in the stock market Legal Trouble and Solution of Company law Problem : Proposal for dispute resolution through the court Company AB was established on February 1, 1992, under Decision No 38 / GP-UB of Ho Chi Minh City People's Committee According to the company's charter, the operation time is 30 years The charter capital is VND 470,000,000 divided makes 470 parts Each share is worth VND 1,000,000 contributed by capital contributors Up to now, the company has changed its members times However, the charter and the charter capital of the Company remain unchanged Currently, only two members participate it is Mrs A and Mr B Each person contributes 50% of the capital The Chairman of the Board of members is Mr B The company contracts to hire Ms C as director During the operation until 2003, there was a conflict between the members and the company about the distribution of benefits after that, the parties could not resolve themselves and became a dispute Ms A has filed a lawsuit against Company AB to the People's Court of Ho Chi Minh City She asked the Company to pay profits and provide documents (reports) showing the operation situation of the Company since 1998 now After that, Ms A continued to file a lawsuit against Company AB to the People's Court of Ho Chi Minh City She requests a 50% withdrawal of the charter capital in all AB Company assets and is distributed profits until the date of the withdrawal In the minutes of working between the People's Court of Ho Chi Minh City, Ms A asked to withdraw all of the capital, or transfer to other members at the agreed price If not transferable to other members, the company must be dissolved At the meeting of company members, the Minutes of the conciliation failed Ms A has informed that someone agrees to buy back 50% of her share for VND 25,000,000,000 but Mr B disagrees with Mrs A's assignment to people outside the Company Mr B did not buy nor recommend anyone because the price is unreasonable Meanwhile, Company D agrees to repurchase Mrs A's capital in Company AB at an agreed price of VND 22,500,000,000 Company D agrees to replace Ms A as a member of Company AB Company D will bear all responsibilities and obligations of Ms A in Company AB Solution In the appellate economic judgment, the Court of Appeal of the Supreme People's Court in Ho Chi Minh City decided to reject Ms A's request Besides, the judgment also decides the costs of first-instance and appellate trial of the involved parties by the law the head of the Supreme People's Procuracy has determined that: According to the 1999 Enterprise Law, the Charter of Company AB made on January 9, 1990, it is no longer suitable because initially AB Company was established with members contributing VND 470,000,000 after times of changing and transferring shares between the members of the company however, the company's charter remained unchanged By 1997, Company AB had only two members That was Mrs A and Mr B Now Mr B is still the Chairman of the Board of Members The charter of Company AB provides for the transfer of capital But according to the 1999 Enterprise Law, the AB company's Charter is considered invalid Therefore, resolving disputes between members of the Company on changing members and transferring contributed capital must be based on the 1999 Enterprise Law and not on the Company's Charter Article 32 of the 1999 Enterprise Law stipulates the transfer of capital in a limited liability company as follows: "A member of the company has the right to transfer part or all of his / her contributed capital to another person according to the regulations the following: A member wishing to assign a part or the whole of his / her contributed capital must offer to sell such capital to all remaining members in proportion to their share of capital in the company under the same conditions Transferred to non-members only if the remaining members of the company not buy or buy not all Thus, From this judgment, the Supreme People's Procuracy issues a decision According to the Enterprise Law 1999 applied by the Court of Appeal Ms A's decision to dismiss the lawsuit is not legal Moreover, Article 35 of the Law on Enterprises does not provide any point that the Board of Members has the rights and obligations to decide the transfer of capital contribution together with Article 32 of the Enterprise Law, it is legal to accept Ms A to transfer her capital contribution to Company D Labor Law Apply problem in the company Mr M works for Company X under a labor contract with a definite term of 24 months, effective from June 1, 2007, position: accountant, salary under labor contract is VND million / month, the content of the job is based on the job description attached at the labor contract, taking a weekly break on Sunday In the labor contract, the parties agree as follows: '' The company does not pay social insurance, health insurance, unemployment insurance for employees but pays social insurance premiums into salaries for its employees monthly The level of payment of social insurance, health insurance, and unemployment insurance premiums is not lower than the regional minimum wage '' At the end of the contract, Company X extended the term of the labor contract with Mr M for another 24 months with the labor contract annex Following that, Mr M and Company X sign a labor contract with a definite term of 24 months, effective from July 1, 2011 At the end of the contract term, Company X and Mr A not sign any more labor contracts and Mr M continues to work for the Company In mid-2014, due to frequent conflicts with his direct manager, Mr M was asked to switch to being a sales employee of the sales department Based on this proposal, at the same time due to the lack of personnel, the Director of Company X issued a decision to transfer Mr M to a sales staff within months from July 1, 2014 During this time, Mr M still obeyed the company's order of transfer and actively seeking other jobs After finding a new job, Mr M applied to resign In the resignation letter, Mr M announced that he will not work at the Company after 45 days from the date of application and will hand over the work so that it does not affect the Company's general work However, the direct manager (sales director) and director of Company X did not agree to let Mr M leave because he could not find a new replacement, and Mr M violated the agreement in the labor contract Dynamic: unilaterally terminate the contract ahead of time without the consent of Company X Solution - It is inconsistent with the provisions of Mr M and company X that complies with the law based on Article of Decree 05/2015 / ND-CP on fixing the term of a labor contract with the contract annex: The contract is only amended once by the appendix of the contract and must not change the type of contract entered into ” - After the expiry of the contract, Mr M still works at the company, the next contract is the type of contract with an indefinite term (based on Clause 2, Article 22 of the 2012 Labor Code) - The company does not pay insurance for Mr M is not in accordance with the law based on the point I, clause 1, Article 23 of the 2012 Labor Code providing for the content of contractual labor - Mr M's contract is a contract with an indefinite term based on Point a, Clause 1, Article 22 - Under Clause 3, Article 37 stipulating the right to terminate the labor contract of the employee: "have the right to unilaterally terminate the labor contract, but must notify the employee at least 45 days in advance." - Because Mr M has informed the company that he will not work at the company after 45 days from the date of filing, and will hand over the work so that it does not affect the general work of the company method of labor contract termination Dispute Resolution Methods Definition Dispute settlement is the consideration by competent agencies and organizations to make decisions on handling civil, marriage and family disputes, business, trade and labor disputes, based on consideration of Data and evidence in the dispute to protect the legitimate rights and interests of individuals, agencies and organizations Negotiation: Bargaining is a negotiation aimed at reaching an agreement between the parties to address a issue, an informal type of dispute resolution, without the involvement of any State entity or third party Reconciliation : Mediation means that the disputing parties discuss together, agree to reach an agreement to resolve the disagreement between them and, through mediation, voluntarily implement the plan agreed upon Commercial Arbitration : The parties agree to put forward disputes that have or will arise between them to resolve at the Arbitration and the Arbitration after considering the dispute, will make a judgment enforceable against the parties Court : When a contract dispute arises, they may be settled at the Court if the parties fail to negotiate and mediate themselves Disputes arising may be settled by the Court in accordance with economic or civil proceedings, depending on the nature of the contract which is economic or civil Problem * Resolve the above problem Mr M and company X sign a labor contract within 24 months from June 1, 2007 and after the contract expires Mr M and company X continue to sign an extended contract for an additional 24 months from July 1, 2011 After the expiry of the contract, Mr M continued to work for the company until mid-2014 when a conflict occurred with his manager in the company Mr M was asked to switch to the sales staff of the sales department Based on this proposal, at the same time due to the lack of staff, the Director of Company X decided to transfer M to the sales staff within months from July 1, 2014 During this time, Mr M still Follow the transfer company's orders and actively look for other jobs After finding a new job, Mr M applied to resign In his resignation letter, Mr M stated that he will not work at the Company after 45 days from the date of application and will hand over the work so that it does not affect the Company's general work However, the direct manager (sales director) and the director of Company X did not agree to let Mr M leave because he could not find a new replacement and Mr M violated the agreement in the case labor contract Dynamic: unilaterally terminate the contract ahead of time without the consent of Company X Solution: Not in compliance with the regulations of Mr M and the company X complies with the law based on Article of Decree 05/2015 / ND-CP on fixing the term of labor contract with the appendix of contract After the contract expires, Mr M still works at the company, the next contract is a type of contract with an indefinite term (according to Clause 2, Article 22 of the 2012 Labor Code) The company does not pay Mr M's insurance for noncompliance with the law based on point I, clause 1, Article 23 of the 2012 Labor Code stipulating the content of contract labor Mr M's contract is an indefinite contract based on Point a, Clause 1, Article 22 According to Clause 3, Article 37 stipulates the right to terminate the labor contract of the employee: "has the right to unilaterally terminate the labor contract, but must notify the employee at least 45 days in advance" He informed the company that he will not work at the company after 45 days from the date of application, and will hand over the work so that it does not affect the general work of the company If Mr M does not agree with the solution of his company, he should protect his rights by firstly Mr M has the right to appeal to the company leader X and request resolution If company X fails to resolve Mr M, he has the right to request a labor mediator to settle or file a lawsuit to request in dividual labor dispute settlement (pursuant to Article 200 Labor Code 2012) References : Source "Tinnhanhchungkhoan.vn", available at https://tinnhanhchungkhoan.vn/phapluat/tranh-chap-giua-saigontel-va-vtc-rac-roi-hopdong-gop-von-19133.html, Retrieved June 25, 2020 Source "Yellow Pages", available at https://www.yellowpages.vnn.vn/lgs/1187682579/congty-cp-sx-tm-dv-dai-loi-phat.html, accessed June 25 2020 Source "Minh Khue Law", available at https://luatminhkhue.vn/hop-dong-la-gi -khainiemhop-dong-duoc-hieu-nhu-the-nao, accessible on June 25, 2020 Source "Dai Loi Phat Building", available at http://vntruss.com/vn/Du-an/Hop-dongtieubieu/Hop-dong-khung-keo-xa-go-thep-chong-ri -tieu-bieu-o-Vung-Tau.aspx, accessed on June 25, 2020 Source "upcounsel", available at https://www.upcounsel.com/what-are-the-differenttypesof-contract, accessed June 25, 2020 Source “luatminhkhue", available at https://luatminhkhue.vn/amp/giaiquyet-tranh-chapla-gi -khai-nien-ve-giai-quyet-tranh-chap, accessed June 25, 2020 ... 19 Partnerships 20 ,21 ,22 Limited Liability company 23 ,24 ,25 Joint stock company 26 ,27 Apply in the problem company .28 ,29 ,30 Legal Trouble and Solution of... on Clause 2, Article 22 of the 20 12 Labor Code) - The company does not pay insurance for Mr M is not in accordance with the law based on the point I, clause 1, Article 23 of the 20 12 Labor Code... (according to Clause 2, Article 22 of the 20 12 Labor Code) The company does not pay Mr M's insurance for noncompliance with the law based on point I, clause 1, Article 23 of the 20 12 Labor Code stipulating