Business And Company Law

ST. JOSEPH’S COLLEGE OF COMMERCE (AUTONOMOUS)

SECTION – B

SECTION – C

SECTION – D

b. Darran offers and Amala accepts Rs. 5000/- for a stack of firewood standing on Amala’s premises, the firewood to be allowed to remain at Amala’s place till a certain date and not to be taken away till paid for. Before payment, and while the firewood is at Amala’s premises, it is accidentally destroyed by fire. Who must bear the loss?

c. Anil sold to Bhuvan some quantity of spirit made from molasses. One-third of the quantity sold was delivered and for rest of the quantity Bhuvan was pressing Anil for immediate delivery. But Anil delayed it. In the meantime, an act of the Parliament was passed which prohibited the distillation of spirit from molasses and annulled all the contracts for the sale of such spirit. How will you solve this case?

d. Ranjan having a quantity of Sugar in bulk, more than sufficient to fill 20 hogsheads, contracts to sell to Gagan 20 hogsheads of it. After the contract, Ranjan fills 20 hogsheads with the sugar, and gives notice to Gagan that hogsheads are ready and requires him to take them away. Gagan says he will take them as soon as he can. By this appropriation, has the property in the sugar passes to Gagan?

e. Arun, a minor hired a horse from Bhargav for riding under express instructions ‘not to jump’. He lent the horse to Arun, who killed the horse by making it to jump. Is Arun liable to pay Bhargav?

Ratio decidendi (Latin plural rationes decidendi) is a Latin phrase meaning “the reason” or “the rationale for the decision”. The ratio decidendi is “the point in a case that determines the judgment” or “the principle that the case establishes”.

Consensus ad idem: which implies, that the parties to the agreement must have agreed about the subject-matter of the agreement in the same sense and at the same time.  Unless there is consensus ad idem, there can be no contract. It is also called as ‘meeting of the  minds.’ when two parties to an agreement (contract) both have the same understanding of the terms  of  the agreement.

T.S.Thakur

District Court, High Court, Supreme Court.

When the new contract is substituted for existing one between the same parties. Or between one of the parties and the third party.

Novation should take place before the expiry period of the time of performance of the contract.

It comes into play when the common object of a contract can no longer be achieved or when the contract, after it is made, becomes impossible of performance due to circumstances beyond the control or contemplation of the parties.

ü  Denotes the amount of capital raised by the issue of shares, by the company.

ü  Collected through the issue of shares and remains with the company till its liquidation

ü  It is the owned capital of the company

ü  The shareholders are the owners of the company

Consumer means, any person who,

Buys any goods for a consideration, which has been paid or promised or partly paid or partly promised, or under any differed payment.

Consumer also includes any user of such goods other than the buyer himself.

Means, bringing into India the realized foreign exchange and the selling of such foreign exchange to an authorized person in India in exchange for rupees.

To facilitate external trade and payment

To promote of an ordinary maintenance of the foreign exchange market in India.

1. Agreements of trading with enemy
2. Agreement to commit a crime
3. Agreement to interfere with administration of justice
   1. Interference with the course of Justice
   2. Stifling prosecution
   3. Maintenance and Champerty
4. Agreements in restraint of legal proceedings
   1. Agreements restricting enforcement of rights
   2. Agreements curtailing period of limitation

5. Trafficking in public offices and titles

6. Agreements tending to create interest opposed to duty

7. Agreement restraint of parental rights

8. Agreements restricting personal liberty

9. Agreements in restraint of marriage

10. Marriage brokerage or brokage agreements

11. Agreements interfering with marital duties

12. Agreements to defraud creditors or revenue authorities

13. Agreements in restraint of trade

Ø  Classification based on the extent of their authority

•      General Agent

•      Special Agent

•      Universal Agent

Ø  Classification based on the nature of work performed by agents

•      Mercantile Agent

•      Factor

•      Broker

•      Commission agent

•      Del credere agent

•      Banker

•      Auctioneer

•      Non-Mercantile Agent

1. An incorporated association
2. An artificial person Created by Law
3. Separate legal entity
4. Perpetual succession
5. Common seal
6. Limited liability
7. Transferability of shares
8. Limitations of work
9. Voluntary association for profit
10. Representative management
11. Termination of existence.

Appointment of Auditors (Clause 139)

Ø  First auditor to be appointed by Board within 30 days & if not done, then within 90 days in EGM, and with hold office till the conclusion of first AGM

Ø  Subsequent auditors to be appointed at conclusion of first AGM & shall hold office till conclusion of 6^th AGM

Ø  Maximum Tenure- Not more than 1 Term of 5 years for individual & not more than 2 Terms of 5 years each for Audit firm. However appointment has to be ratified by members at every AGM

Ø  Prior written consent of auditors is required to be taken.

Ø  Company to file notice of auditors appointment with ROC within 15 days of the meeting.

District CPC

State CPC

National CPC

1. Validity

–     Voidable Contract

–     Void Agreement

–     Void Contract

–     Illegal Agreement

–     Unenforceable Contracts

2. Formation

–     Express Contracts

–     Implied Contracts

–     Quasi Contracts

–     E-commerce Contracts

3. Execution/Performance

–     Executed Contracts

–     Executory Contracts

–     Partly Executed partly Executory

4. Obligation

–     Unilateral

–     Bilateral

•      Sec. 13^th Consent

•      Sec. 14^th Free Consent

•      Sec. 15^th Coercion

•      Sec. 16^th Undue Influence

•      Sec. 17^th Fraud

•      Sec. 18^th Misrepresentation

•      Sec. 19^th Mistake, subject to the provisions of Sec. 20^th , 21^st, 22^nd.

1. Termination by the act of the parties:
   1. Mutual agreement
   2. Revocation by principal
   3. Renunciation by agent
2. Termination by operation of law:
   1. Completion of business
   2. Lapse of time
   3. Death or insanity
   4. Insolvency of the principal
   5. Destruction of the subject matter
   6. Principal or agent becomes alien enemy
   7. Dissolution of a company
   8. Change of law

Statutory Meeting:

Ø  Every company limited by shares or limited by guarantee and having a share capital share within a period of not less than one month and not more than six months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company. Such a meeting shall be called the “Statutory Meeting” .

Ø  Held once during the life time of the company.

Ø  Notice of the Meeting: must be given at least 21 days before the meeting and must also specifically state that the meeting is the statutory meeting.

Annual General Meeting:

Ø  Meaning:  It is a Meeting of shareholders.

Ø  Who: Every company other than OPC.

Ø  When: The time limit for holding AGM is dependent on fulfilment of all the below conditions:

Ø  Each year one AGM; and

Ø  Time gap between the two meetings shall not exceed 15 months; and

Ø  Within six months from the close of the financial year

Ø  Extension of AGM: Registrar can grant extension of subsequent AGM on special reason for a period not extending 3 months.

Extra-ordinary Meeting:

Ø  It’s a meeting of Shareholders between two Annual General Meetings.

Ø  Place, day and time to hold EGM – same as AGM, if EGM is called by place requisitionists (Rule 17). However, in any case EGM shall be held at a place within India (Explanation to Rule 18).

Ø  It can requisitioned (called) by:

Ø  Shareholders/ requisitionists

Ø  Board of Directors

Ø  CLB/ NCLT (Company Law Board/ National Company Law Tribunal)

Ø  Minimum numbers of requisitionists who are entitled are the members holding at least 1/10^th of total paid-up capital (in case of company with share capital) or 1/10^th voting power (in case of company without share capital).

Cyber law is a system of law and regulation for the cyber space. Simply speaking cyber law is a generic term which refers to all the legal and regulatory aspects of internet and the world wide web.

Cyber law encompasses laws relating to:

Ø  Cyber Crimes

Ø  Electronic and digital Signatures

Ø  Intellectual Property

Ø  Data protection and Privacy

Need:

Ø  Internet has dramatically changed the way we think, the way we govern, the way we do commerce and the way we perceive ourselves.

Ø  IT is encompassing all walks of life all over the world.

Ø  Cyber space creates moral, civil and criminal wrongs. It has now given a new way to express criminal tendencies.

It is the case for implied condition. (Condition as to fitness of quality).

2. Here Darran must bear the loss because the property in the goods has already been passed to him with the acceptance of Darran’s offer by Amala.

3.  The court held that the seller was liable to pay damages to the buyer as he had failed to deliver the goods sold within a reasonable time.

4.  Yes. By this appropriation by Ranjan, and assent by Gagan, the property in the sugar passes to Gagan.

5. Here, Arun’s wrongful act of unauthorized lending the horse is independent of contract. Thus A was liable to pay the damages to Bhargav.