Part Ⅰ ESSENTIALS OF THE ENGLISH LEGAL SYSTEM 3
1 Essentials of the legal system 3
1.1 The classification of English law 3
1.2 Legal personality 3
1.3 The sources of English law 4
Preface 9
Table of Cases 10
1.4 Statutory interpretation 11
1.5 European Community law 16
1.6 The European Convention on Human Rights 22
Recommended further reading 24
Questions 24
2.2 The civil courts 25
2 Civil dispute resolution 25
2.1 Tribunals 25
2.3 The stages of an action in the High Court 28
2.4 The stages of an action in the county court 31
2.5 Enforcement of civil judgments 33
2.6 Arbitration 35
Table of Statutes 46
2.7 Alternative dispute resolution(ADR) 50
Recommended further reading 52
Questions 52
Part Ⅱ INTRODUCTION TO THE LAW OF OBLIGATIONS 57
3 The law of contract 57
3.1 Essentials of a contract 58
3.2 Matching offer and acceptance 58
3.3 Acceptance 61
3.4 Tenders 63
3.5 Exceptional cases 63
3.6 Consideration 63
3.7 Intention to create legal relations 68
3.8 Collateral contract/lock-out agreements 69
3.9 Vitiating elements 70
3.10 Operative mistake at common law 70
3.11 Operative mistake in equity 73
3.12 Misrepresentation 74
3.13 Duress,undue influence and unconscionable bargains 78
3.14 Public policy and illegality 80
3.15 Absence of formalities 86
3.16 Capacity to contract 87
3.17 Terms of the contract 90
3.18 Terms implied by the court 90
3.19 Terms implied by statute 91
3.20 Classification of terms as conditions and warrinties 91
3.21 Exclusion or exemption clauses 93
3.22 Incomplete or inchoate agreements 96
3.24 Performance 97
3.23 Discharge of contracts 97
3.25 Discharge by agreement 98
3.26 Discharge by acceptance of breach 100
3.27 Discharge by subsequent impossibility:frustration 101
Recommended further reading 103
Questions 103
4 The law of tort 105
4.1 Importance of tortious liability 105
4.2 Establishing tortious liability 107
4.3 General defences to tort 108
4.4 Persons who can sue and be sued in tort 109
4.5 More than one person liable as tortfeasor 110
4.6 Cessation of liability 111
4.7 Negligence 112
4.8 Defences to an action for negligence 120
4.9 Occupiers liability 122
4.10 Nuisance 125
4.11 The rule in Rylands v. Fletcher 130
Recommended further reading 134
Questions 134
5 Judicial remedies for contract and tort 135
5.1 Damages 136
5.2 Consequential and incidental loss 138
5.3 Remoteness of damage in contract 139
5.4 Mitigation of loss 140
5.5 Contributory negligence 140
5.6 Non-compensatory damages 140
5.7 Compensatory damages in tort 141
5.8 Remoteness of damage in tort 142
5.9 Intervening cause 144
5.11 Contributory negligence 145
5.10 Mitigation 145
5.12 Pure economic loss 146
5.13 Non-compensatory damages in tort 147
5.14 Equitable remedies in contract 148
5.15 Restitutionary remedies 151
Recommended further reading 152
Questions 153
6.1 Business organisations in the UK 157
6.2 The sole trader 157
6 Business organisations 157
Part Ⅲ BUSINESS ORGANISATIONS 157
6.3 The partnership 158
6.4 The registered company 158
6.5 Changes in company form 160
6.6 Groups of companies:holding and subsidiary companies 161
6.7 General distinctions between partnerships and companies 161
Recommended further reading 172
Questions 172
7.1 The essentials of partnership 173
7 The law of partnerships 173
7.2 The formation of a partnership 177
7.3 Illegal partnerships 179
7.4 The relationships of partners to persons dealing with them 180
7.5 The distinction between actual and usual authority of partners 181
7.6 Liability for debts and contractual obligations 182
7.7 Liability for torts and other offences 182
7.8 Holding out:the liability of the quasi-partner 184
7.10 The relationship of partners to one another 185
7.9 Liability of incoming and outgoing partners 185
7.11 Partnership property 186
7.12 The rights of partners inter se 187
7.13 Duties of partners 188
7.14 Dissolution of partnership 190
7.15 The consequences of dissolution 192
7.16 Treatment of assets on dissolution 193
7.17 Application of assets on dissolution 194
7.18 Profits made after dissolution but before winding up 195
7.19 Rescission of partnership agreement 195
7.20 Dissolution of insolvent partnership 195
7.21 Limited liability partnerships in England and Wales 196
Recommended further reading 197
Questions 197
8 Registered companies 198
8.1 The constitution of a registered company 198
8.2 The articles of association 203
8.3 The legal effect of the Memorandum and Articles of Association 206
8.4 Company promoters 207
8.5 Provisional contracts by public companies 209
8.6 Ultra vires contracts and outsider protection 209
8.7 unauthorised contracts and outsider protection 210
8.8 The company s share capital 212
8.9 The payment of dividends 219
8.10 Financial assistance for the acquisition of own shares 220
8.11 Companies taking charges over their shares 223
8.12 Shares and shareholders 223
8.13 Becoming a member of a company 227
8.14 Ceasing to be a member 228
8.15 Transfer of shares 228
8.16 Estoppel by share certificate 229
8.19 The directors 230
8.17 The register of members 230
8.18 The register of substantial shareholdings 230
8.20 Directors duties 236
8.21 Statutory enforcement of directors duties 244
8.22 Relief from liability 248
8.23 The company secretary 248
8.24 The enforcement of directors duties 249
Recommended further reading 256
Questions 256
9.1 The nature and classification of business property 259
9.2 Introduction to the English law of real property 259
9 Business property 259
Part Ⅳ BUSINESS ASSETS,BORROWING AND SECURITIES 259
9.3 Rights over the property of another 262
9.4 The reforms of 1925 262
9.5 Registered and unregistered conveyancing 263
9.6 The classification of estates and interest in land:unregistered and registered 264
9.7 Choses in possession 265
9.8 Choses in action 266
9.9 Intellectual property rights 268
9.10 Product design protection 287
9.11 Semiconductor chip design protection 291
Recommended further reading 292
Questions 292
10 Securities for loans 293
10.1 The nature of a security 293
10.2 Mortgages of land 293
10.3 Priority and protection of mortgagees 296
10.4 Protection of the mortgagor 298
10.5 Remedies of the mortgagee 300
10.6 Mortgages of registered stocks and shares 304
10.7 Miscellaneous securities 306
10.8 Mortgages of life insurance polices 307
10.9 Goods as a security 310
10.10 Securities created by registered companies 311
10.11 Charges over company assets 311
10.12 The registration of charges 314
10.13 Disadvantages of floating charges 318
10.14 Duty of charge holder with regard to authority of company and offices 320
10.15 Guarantees and indemnities 320
10.16 Property covered by a retention of title clause 328
10.17 Liens 331
Recommended further reading 332
Questions 332
Part Ⅴ BUSINESS CONTRACTS 337
11 The law of agency 337
11.1 Definition of agency 337
11.2 Types of agent 337
11.3 The authority of the agent 338
11.4 The rights and duties of the agent 342
11.5 The rights of the agent against the principal 346
11.6 Agents liability to the third party 348
11.7 Termination of agency 350
11.8 Commercial agents 351
Recommended further reading 354
Questions 354
12 Contracts of employment 355
12.1 The contract for service and the contract for services 355
12.2 Vicarious liability 358
12.3 Continuity of employment 359
12.4 Formation of the contract of employment 360
12.5 Restraint of trade clauses 392
12.6 Fixed-term and performance contracts 392
Recommended further reading 394
Questions 394
13 Contracts for the sale and supply of goods 395
13.1 Contracts for the sale of goods 395
13.2 The form of the contract 396
13.3 The implied terms in a contract for the sale of goods 396
13.4 Waiver of breach of condition 404
13.5 Exclusion of terms implied by the Sale of Goods Act 1979 405
13.6 Similar protection for other contracts under which goods pass 406
13.7 The passing of the property and the passing of the risk 406
13.8 Sale by a non-owner 413
13.9 Performance of the contract 419
13.10 Rights of the unpaid seller against the goods 421
13.11 Actions for breach of the contract 424
13.12 Contracts for the supply of goods 425
13.13 Goods supplied under hire-purchase and conditional sale agreements 429
13.14 Discrimination in respect of services,goods and facilities 429
Questions 430
Recommended further reading 430
14 Consumer credit agreements 435
Part Ⅵ PAYMENT METHODS 435
14.1 Agreements within the Act 436
14.2 Licensing and seeking business 438
14.3 Form and contents of the agreement 439
14.4 Cancellation 440
14.5 Dealer as creditor s agent 440
14.6 Creditors liability for suppliers defaults 441
14.7 Misusing credit facilities 441
14.10 Extortionate credit bargains 442
14.8 Early and late payment by the debtor 442
14.9 Default and non-default notices 442
14.11 Death of debtor 443
14.12 Hire-purchase and other instalment sales 443
14.13 Protection of the private purchaser of a motor vehicle 448
14.14 Conditional sale and credit sale agreements 448
Recommended further reading 448
Questions 448
15.2 Bills of exchange and cheques contrasted 450
15 Bills of exchange,cheques,credit and debit cards 450
15.1 Bills of exchange and cheques in settlement of debts 450
15.3 The essentials of a bill of exchange 451
15.4 Capacity and authority of the parties 454
15.5 Acceptance of a bill of exchange 455
15.6 Payment of a bill of exchange 456
15.7 Inchoate instruments 456
15.8 Negotiation of a bill of exchange or cheque 457
15.9 The consideration for a bill 458
15.10 The holders of a bill 458
15.11 The cash equivalence of the bill of exchange or cheque 460
15.12 Discharge of a bill of exchange or cheque 461
15.13 The banker-customer relationship 463
15.14 The duties owed by the bank to the customer 463
15.15 The customer s duties to the bank 468
15.16 Bankers protection:the paying and the collecting banker 469
15.17 The protection of the paying banker 470
15.18 The protection of the collecting banker 470
15.19 Analogous instruments and bankers drafts 472
15.20 The collecting banker as holder in due course 473
15.21 Electronic funds transfer(EFT) 474
Recommended further reading 476
Questions 476
Part Ⅶ CONSUMER PROTECTION 479
16 Consumer protection 479
16.1 Trade descriptions 479
16.2 False trade descriptions 479
16.3 False statements as to services,accommodation and facilities 482
16.4 Defences 484
16.5 False or misleading indications as to price 487
16.6 Product liability 489
16.7 The Sale of Goods Act 1979 490
16.8 Tortious liability:negligence 490
16.9 The Consumer Protection Act 1987,Part Ⅰ 490
16.10 The Consumer Protection Act 1987,Part Ⅱ 493
16.11 Collateral contract of guarantee 497
16.12 Contracts for unsolicited goods and services 498
16.13 Cancellable agreements for goods and services 498
16.14 Unfair terms in consumer contracts 499
Questions 502
Recommended further reading 502
17 Competition law 503
17.1 Aims of competition law 503
17.2 UK and EC competition law 503
17.3 The Fair Trading Act 1973 503
17.4 References to the Consumer Protection Advisory Committee(CPAC) 504
17.5 Control of rogue dealers 504
17.6 Voluntary codes of practice 505
17.7 Monopolies 505
17.8 Mergers 506
17.9 Agreements and so on preventing,restricting or distorting competition 507
17.10 Abuse of dominant position 511
17.11 Investigation and enforcement of Chapter Ⅰ and Chapter Ⅱ prohibitions 512
17.12 Basis of EC competition law 514
17.13 Determination of infringement at Community level 514
17.14 Determination at national level 515
17.15 Extraterritorial extension of rules 516
17.16 Restrictive practices contrary to Article 85(1) 516
17.17 Abuse of a dominant position:Article 86 523
Recommended further reading 528
Questions 529
Part Ⅷ PERSONAL AND CORPORATE INSOLVENCY 533
18 Personal insolvency 533
18.1 Individual voluntary arrangements(IVAs) 533
18.2 Bankruptcy 536
Recommended further reading 549
Questions 549
19 Corporate insolvency 550
19.1 Receivership 550
19.2 Administration orders 557
19.3 Company voluntary arrangements(CVAs) 563
19.4 Company winding up 565
19.5 Criminal liability arising from insolvency 580
19.6 Disqualification of directors arising from insolvent liquidation 580
19.7 Dissolution of a defunct company 580
19.8 Power of court to declare dissolution void 581
Recommended further reading 581
Questions 581
Index 583