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RATIO DECIDENDI
Ratio is the reason for what?
Its binding on all future judges in similar .?
Reversing is what?
Whereas over-ruling is ?
And distinguishing is ?
Ratio is NOT binding if:
too obscure
made per incuriam
in conict with basic principle of law
in conict with EU law
too wide
made in an inferior court
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PROCEDURE FOR PASSING A BILL INTO STATUTE

R
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RULES FOR STATUTORY INTERPRETATION

G
Case?

M
Case?

E G
Case?

Expressio

Noscitur

In pari

Purposive approach

Conict with EU
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AIDS TO INTERPRETATION
Intrinsic

title

name

preamble

interpretation section

margin notes
Extrinsic

reports of committees

Hansard

dictionary

books of authority
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DISTINGUISH INVITATIONS FROM OFFERS

invitations cannot be accepted

invites another person to make an o"er

Boots

Birds

Bells

but Balls

other reward cases?

W v C

R v C
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OFFERS

half of the agreement

an expression of willingness to be bound on specic terms

must be certain

must still exist

not an invitation

not a statement of intent

not a request for information

nor a response to a request for information

revocation must actually be communicated to the o"eree

may be made to the World at large

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TERMINATION OF OFFER

at any time before acceptance

postal rule DOES NOT apply

revoked ( maybe through a reliable third party ) case?

lapse of time case?

o
Rejection case?

refusal to accept

counter o"er case?

death ( for personal services )

notication of death ( for non-personal services ) case?

failure of a condition precedent

acceptance
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ACCEPTANCE

other half of the agreement

complete and unconditional

cannot vary terms of the o"er case?

o"er must still be open case?

must be communicated . unless case?

communication through reliable third party case?

silence? case?

may be by conduct case?

once youve started the acts of acceptance . case?

must be made within a reasonable time case?

postal rule DOES apply case?

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CONSIDERATION

every contract must be supported, except .?

its a two-way thing, unless ?

Currie v Misa denition

Dunlop v Selfridges denition

executed

executory

past cases?

must be legal and possible

courts may imply a promise to pay a reasonable sum case?

must be su#cient, but

need not be adequate case?

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MORE CONSIDERATION

must have some value case?

not su#cient if in accordance with

o
natural duty already owed case?
o
legal duty already owed case?
o
contractual duty already owed case?

is su#cient if over and above

o
natural duty already owed case?
o
legal duty already owed case?
o
contractual duty already owed case?
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PRIVITY OF CONTRACT

only the parties to a contract have any legal rights under the contract

exceptions:
o
motor insurance
o
principal / agent
o
holder in due course
o
executor
o
beneciary / trustee
o
consumer / manufacturer
o
employer / employee
o
collateral contracts
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PINNELL AND ITS EXCEPTIONS

part payment of a debt does not get full discharge

exceptions:
o
receiving something to which you were not already entitled
o
goods instead of cash
o
something di"erent in kind
o
early settlement
o
creditors arrangement
o
payment by someone else
o
di"erent location
o
promissory estoppel case?
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INTENTION TO CREATE LEGAL RELATIONS

commercial / family

family husband and wife / other family

husband and wife living together / living apart

together cases?

apart case?

other family cases?

binding in honour only?

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TERMS IN A CONTRACT

condition case?

warranty case?

innominate case?

what happens if a term is breached?

condition case?

warranty case?

innominate case?
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MORE ON CONTRACTUAL TERMS

express or implied?

implied by statute
o
title
o
quality
o
t for purpose
o
sample
o
description

implied by courts
o
business e#cacy
o
custom
o
course of trade
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EXCLUSION CLAUSES

must be communicated

at the time the contract is entered into

oral statements can destroy e"ect of exclusion clause

course of trade other party may be deemed to be aware

any ambiguity will be read strictly against the party trying to enforce
the exclusion

can exclude for fundamental breach

exclusion clause must be fair / reasonable

reasonable takes account of

o
relative bargaining power
o
any inducement o"ered
o
trade custom
o
goods made to special order or sold from stock
o
fair treatment of the consumer by the seller
o
extent of ability to cover by insurance
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BREACH OF CONTRACT

during or anticipatory

innocent party can:

o
sue immediately case?
o
ignore breach notication and continue with own contractual
obligations case?
o
wait, and hope other party changes their mind case?
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DAMAGES REMOTENESS AND MEASUREMENT

compensation, not punishment

only awarded if within the reasonable contemplation of the ordinary

man

so, reasonably foreseeable

loss su"ered should be as a natural consequence of the breach or

breacher was aware of the special circumstances of the other party

cases?

measurement courts will usually measure the amount as that

amount necessary to put the injured party into the position they
would have been in without the breach

may take account of speculative loss case?

or may not case?

may take account of non-nancial loss case?

or may not case?

if cost of repair . case?

injured party should try to mitigate the loss

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REMEDIES FOR BREACH

damages

action for price

quantum meruit

sp

in

re

re

Ma

liquidated damages
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TORT

for F4, negligence and passingo" ( in company law )

for negligence, need to prove / show ve points:

o
existence of a duty of care
o
breach of that duty
o
reliance on the negligent statement / act
o
nancial loss su"ered
o
loss su"ered is as a result of reliance

existence of a duty of care

o
courts have distilled this into a three step process
! reasonable foreseeability
! proximity
! fair, just and reasonable to impose a duty of care

breach of the duty

o
greater degree of care needed if risk is higher
o
courts take into account:
! seriousness of the risk
! costs of avoidance
! standard practice
! social benet
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NEGLIGENT ACCOUNTANTS

Jeb Fasteners v Marks Bloom

Caparo v Dickman

ADT v BDO
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EMPLOYMENT LAW

contract of service or contract for services

courts apply three tests

o
control test case?
o
integration test case?
o
economic reality test case?

courts take into account

o
t
o
d
o
h
o
a
o
h
o
p
o
d
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DISMISSAL

4 types
o
summary
o
constructive
o
wrongful
o
unfair
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REDUNDANCY
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AGENCY

created by:
o
express agreement
o
implied relationship
o
subsequent ratication
o
estoppel
o
necessity

authority may be:

o
express
o
implied
o
apparent / ostensible
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TERMINATION OF AGENCY RELATIONSHIP

death of principal or agent

insanity of either

principal becomes bankrupt

LIABILITY OF AGENT

within authority? No liability

but MAY be held liable by the court

o
enter contract without disclosing agency status
o
acting on own behalf
o
trade custom
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PARTNERSHIP

typical contents of a partnership agreement

o
a
o
d
o
d
o
c
o
i
o
s
o
c
o
g
o
t
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PARTNERSHIP

1890 Act
o
m
o
e
o
d
o
i
o
c
o
s
o
i
o
n
o
b
o
e
o
d
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PARTNERSHIP DISSOLUTIONS

s
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COMPANY LAW
ADVANTAGES OVER A PARTNERSHIP

s l e

l l

p e

o o p

n o m

t o i

r f
o
f c
o
o t p
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DISADVANTAGES
o
expense
o
publicity
o
compliance
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LIFTING THE VEIL
Cases?
o
G v H
o
D v C T
o
E v W G
o
R v O
o
Re F G F
o
wrongful trading
o
fraudulent trading
o
no trading certicate
o
abuse of company name
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ARTICLES CONTRACTUAL FORCE
o
binds members to co case?
o
and company to members case?
o
and members to members case?
o
but not to third parties, even though they may be a member
case?
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ARTICLES ALTERABILITY
o
for the benet of the company as a whole
o
individual hypothetical member of the future
o
cases?
G v A C
S F v S
A v G R of W A
D T v L S
defrauding director S v C
competing members S v K L
weighted voting rights B v F
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CHOICE OF COMPANY NAME
o
anything you want
o
but there are restrictions:
o
misleading or o"ensive:
o
statute
o
passing o"
CHANGE OF NAME
o
compulsory or voluntary
o
special resolution:
o
majority
o
days notice
o
registrar
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DIRECTORS
o
denition
o
shadow directors denition
o
executive directors
o
non executive directors and their role:
o
corporate governance
o
independent view
o
e"ective leadership
o
nancial probity
o
watch over the executive directors
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NUMBER AND ELIGIBILITY
o
public companies
o
private companies
o
exclusions:
o
age
o
bankrupt
o
insane
o
absences
o
CDDA
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APPOINTMENT
o
rst named in documents sent to registrar
o
subsequent appointed by:
o
m
o
o d
o
c
o
l
o
a
o
ordinary resolution
REMOVAL
o
ORDINARY resolution
o
Special NOTICE:
o
days notice
o
written representations
o
reasonable length
o
100 * 100
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STATUTORY DUTIES
o
act
o
perform
o
promote
o
independent
o
avoid
o
no
o
disclose
o
cases?
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SECRETARY
o
public companies
o
appropriately qualied
o
duties:
o
maintain
o
le
o
minutes
o
compliance
o
sign
o
assist in corporate governance
o
induction process for new directors
o
enable e"ective communication
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STATUTORY BOOKS
o
register of:
o
members
o
directors
o
secretary
o
mortgages and charges
o
debenture holders
o
directors interests
o
substantial shareholdings
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AUDITORS
o
required unless small company
o
appointed by:
o
directors
o
members
o
Secretary of State
o
appropriately qualied
o
cannot be:
o
director or employee
o
partner or employee of above
o
bankrupt
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RIGHTS AND DUTIES
RIGHTS
o
access to company records
o
information and explanations
o
notice of meetings
o
written representations
o
written resolutions
DUTIES

o
true and fair opinion
o
report if misleading or inconsistent
o
certain elements of remuneration report
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MEETINGS
o
annual general meeting
o
purpose:
! formal
! reappointment
! reappointment
! approval
o
timing
! 18
! 15
! calendar year
o
other general meetings
o
class meetings
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RESOLUTIONS
o
special
o
written
o
ordinary
o
ordinary with special notice
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LOAN CAPITAL
debentures
o
secured or unsecured
o
single or series
security may be:
o
xed
o
oating
two debentures secured by same asset?
o
xed wins over oater
two the same secured by same asset?
o
rst registered wins
o
unless
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FIXED CHARGES
FLOATING CHARGES
Yorkshire Woolcombers case
o
a charge on a class of assets of a company, present and future
o
the class changes from time to time in the ordinary course of business
o
the company is free to deal with these assets until the charge
crystallises
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DEBENTURES COMPARED WITH SHARES
o
xed rate of interest
o
interest payable even though company making losses
o
no votes
o
secured ( sometimes )
o
preferential repayment in a liquidation
o
take possession of the charged asset
o
rights when the company defaults:
o
apply to court for a liquidation order
o
apply to court for an administration order
o
appoint a receiver
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PREFERENCE SHARES COMPARED WITH EQUITY SHARES
o
companies do not always have preference shares
o
preference shares do not ( normally ) have voting rights
o
preference shares may be convertible into equity later on
o
preference carry a xed rate of dividend
o
preference receive ALL their capital back before equity in a liquidation
o
preference do NOT share in a surplus on a liquidation
o
preference dividends are shown as a nance charge in the income
statement
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