- 5 Marks
BCL – Nov 2024 – L1 – Q5b – Registrar’s Power to Refuse Firm Registration
Circumstances under which the Registrar of Companies may refuse to register a firm or partnership.
Find Related Questions by Tags, levels, etc.
Report an error
Subject: BUSINESS & CORPORATE LAW
Search
500
+ past questions and counting.
- 15 Marks
BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements
Legal requirements for holding an AGM and consequences of non-compliance.
Question
Yaw Perbi, the CEO of your company, is preparing for a top management meeting scheduled for 1 December 2023. One of the issues to be discussed is the mode of holding the next shareholders’ meeting. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid. Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwasi Mensa, a shareholder, has decided not to attend the AGM if it is organised virtually.
Required:
a) Explain the following to your boss:
i) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGMs are to be held.
ii) THREE things that should be covered in the notice for an AGM.
iii) TWO consequences of not holding an AGM in accordance with the Companies Act.
iv) Justify whether or not decisions taken at the AGM will be binding on Kwasi Mensa.
Find Related Questions by Tags, levels, etc.
- Tags: AGM, Companies Act, Corporate Governance, Meeting Notice, Shareholder Rights
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: Nov 2024
Report an error
- 5 Marks
BCL – Nov 2024 – L1 – Q4d – Utmost Good Faith in Insurance
Explanation of the principle of utmost good faith in insurance contracts.
Find Related Questions by Tags, levels, etc.
Report an error
- 5 Marks
BCL – Nov 2024 – L1 – Q4c – Contractual Obligations of a Minor
Legal validity of a contract involving a minor performing services for payment.
Question
Amevo is a minor and a professional dancer. He entered into a contract to perform a series of dances for GH¢5,000 an hour per night of performance. The rule as accepted was that failure to perform in one series without reasonable excuse would incur a percentage deduction from his earnings at subsequent performances. Amevo failed to perform at one of the series. His attention was drawn to the rule, but he now thinks the deduction should not be made.
Required:
Advise Amevo.
Find Related Questions by Tags, levels, etc.
Report an error
- 6 Marks
BCL – Nov 2024 – L1 – Q4b – Domestic Agreements and Legal Enforcement
Legal enforceability of a domestic agreement between spouses regarding financial obligations.
Question
As part of the arrangements in the home of the Ananses, the husband agreed to pay the school fees of the children. The wife decided to use part of her earnings to manage the household chores, including the provision of food. The wife had observed for some time that the husband had not performed his side of the obligation, leading to arrears of school fees. She has therefore chosen to sue the husband in a court of law to compel him to perform his duty.
Required:
Advise her
Find Related Questions by Tags, levels, etc.
- Tags: Contractual Obligations, Domestic Agreements, Family Law, Legal Intent, Social Contracts
- Level: Level 1
- Topic: Company Law
- Series: Nov 2024
Report an error
- 5 Marks
BCL – Nov 2024 – L1 – Q4a – Agency of Necessity
Legal implications of an agent acting in necessity during a curfew.
Question
Ozoozo is a cargo driving agent of Oforiwa, a trader. Ozoozo loaded a truck of yam from Kutunada for delivery to Oforiwa in Accra. In the course of the journey and at Butako township, a curfew was imposed as a result of chieftaincy issues in the traditional area. He tried to communicate with Oforiwa but he was unable to do so due to network challenges. Ozoozo found it useful to off-load the cargo of yam and dispose of it by sale. He accounted for the sale but Oforiwa became furious.
Required:
Advise Oforiwa.
Find Related Questions by Tags, levels, etc.
Report an error
- 10 Marks
BCL – Nov 2024 – L1 – Q3b – Financial Assistance for Share Purchase
Conditions under which a company may provide financial assistance for share purchase.
Find Related Questions by Tags, levels, etc.
Report an error
- 10 Marks
BCL-Nov-2024-L1-Q3a-Unfair Termination of Employment
Legal basis for unfair termination of employment under the Labour Act.
Question
Alahey, an employee of Gyammea Ventures, has had his appointment terminated following allegations of financial impropriety. In his response to a query for the alleged offense, he admitted committing the offense and pleaded for leniency.
For the offense of financial impropriety, the corresponding penalty should have been dismissal, as per the “Employee Handbook” of the company.
On account of his plea, Management decided to terminate the relationship with loss of terminal benefits. Alahey is minded to sue Gyammea Ventures for unfair termination and has approached you for advice.
Required:
With your understanding of the Labour Act, 2003, (Act 651), explain to Alahey the basis for severance of the employment relationship that can constitute unfair termination.
Find Related Questions by Tags, levels, etc.
Report an error
- 10 Marks
BCL-Nov-2024-L1-Q2b- Pre-incorporation Contracts & Fiduciary Duty
Legal advice on pre-incorporation contract expenses and secret profits between business associates.
Question
Darkoa lives in the United States of America (USA) and asked his long-time friend, Gyankoroma, to register a company for her in Ghana. Gyankoroma spent GH¢20,000 on documentation, filing, and processing (with the issuance of receipts being in Gyankoroma’s name). Upon the request of Darkoa, Gyankoroma rented an office premises for one year at GH¢40,000 with the receipt in the name of the newly formed company.
Darkoa just returned from the USA to start operations. Darkoa discovered that the rental agent gave GH¢4,000 to Gyankoroma as inducement for the office deal. Darkoa appointed Gyankoroma as head of operations and refused to pay the registration expenses on the basis that Gyankoroma’s monthly salary as head of operations is more than GH¢20,000 and those expenses should be borne from the secret profits Gyankoroma had earlier enjoyed.
Required:
Based on your knowledge in pre-incorporation contracts, advise the parties.
Find Related Questions by Tags, levels, etc.
Report an error
- 10 Marks
BCL – Nov 2024 – L1 – Q2a – Legal Implications Relating to Companies in Difficulty or in Crisis
Advise Naami on the procedure for private liquidation of Shama PLC.
Question
a) On 26 February 2024, Shama PLC, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2 March 2024. The notice simply states that the ‘purpose is to transact the ordinary business’.
Naami is a shareholder of Shama PLC and is very disturbed about the vagueness of the notice. She is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.
Required:
Advise Naami on the procedure for private liquidation. (10 marks)
Find Related Questions by Tags, levels, etc.
Report an error
- 10 Marks
BCL – Nov 2023 – L1 – Q3b – Accounts and Audit
Explain the rights, duties, and powers of an auditor under company law.
Question
An Auditor is a person or a firm appointed by a company to execute an audit. To act as an auditor, a person should be licensed by the Institute of Chartered Accountants, Ghana. Generally, to act as an external auditor of the company, a person should have a certificate of practice from the regulatory authority.
Required: Explain FIVE (5) rights, duties, and powers of an auditor. (10 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Audit, Auditor's Duties, Auditor's Rights, Company Law
- Level: Level 1
- Topic: Accounts and audit
- Series: NOV 2023
Report an error
- 5 Marks
BCL – Nov 2023 – L1 – Q3a – Contract Law
Identify fiduciary or confidential relationships that raise a presumption of undue influence.
Question
a) The presumption of undue influence arises in confidential or fiduciary relationships. The presumption of undue influence applies when the relationship between the parties is such that one of them is, by reason of the confidence reposed in him by the other party, able to take unfair advantage of the other.
Required: State the fiduciary or confidential relationships which are recognized by the law as raising a presumption of undue influence in relationships between parties. (5 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Contract Law, Fiduciary Relationships, Undue Influence
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2023
Report an error
- 10 Marks
BCL – Nov 2023 – L1 – Q2b – Sale of Goods/Hire Purchase
Discuss the legal nature of goods under a hire purchase agreement and the implications of repossession by the seller.
Question
Yaro Ltd deals in cars. They let out their brand new car to Nakare on a hire purchase agreement. The total purchase price stood at GH¢86,000 payments to be made in two years. The monthly installment agreed on was GH¢3,600. With almost three quarters of the payment made, Nakare for unknown reasons refused to make further installment payments. Nakare refused to communicate to Yaro Ltd.
Officials of Yaro Ltd, including the accountant, while on a normal duty tour, chanced on the car and took possession of it. Nakare admitted to non-fulfillment of regular installment but argued that the company’s action was in error.
Required: i) With almost three quarters of the total purchase price paid, explain the legal nature of the goods. (5 marks)
ii) What are the possible implications of the actions of the officials of Yaro Ltd under the hire-purchase agreement? (5 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Contract Law, Hire Purchase, Legal Rights, Protected Goods
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: NOV 2023
Report an error
- 10 Marks
BCL – Nov 2023 – L1 – Q2a – Contract Law
Discuss the concept of necessaries, enforceability of contracts with minors, and capacity in contract law.
Question
a) Papa Kwesi, a 16-year-old native of Cantonments, is a fashion enthusiast. He orders goods online from Labalaba Ltd, and his parents readily pay. On 28 March 2023, he ordered the following items from Labalaba Ltd: 3 wristwatches, 6 pairs of “bugger” trousers, 4 fanciful pairs of shoes, 5 current brands of shirts, and 3 brand new pairs of shoes for his girlfriend. The total cost of goods ordered was GH¢20,000.
Papa Kwesi’s mother decided to put a break on her son’s unrestricted love for ordering goods online. The parents decided that Papa Kwesi should pay for the goods from his savings. The parents felt that some of the items were unnecessary as he had them in abundance. The company subsequently issued the cost of the items in the name of Papa Kwesi.
Required: i) Explain in law of contract what is meant by Necessaries. (3 marks)
ii) In the scenario above, will Labalaba Ltd succeed on the claim against Papa Kwesi for the cost of the goods? Explain your answer. (3 marks)
iii) Which persons under the law of contract are said to lack capacity to enter into a contract?
(4 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Capacity, Contract Law, Minors, Necessaries
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2023
Report an error
- 5 Marks
BCL – Nov 2023 – L1 – Q1d – Contract Law
Advise on the enforceability of a contract involving a civil servant.
Question
Frank James is a foreign national and businessman. He approached Rampa, an accountant and civil servant at the Registrar General Department for assistance to establish a factory. Rampa was ready to help if Frank James offered him 20% of the yearly profit from the business. Subsequently, Frank James and Rampa signed a written agreement for Rampa to have 20% of yearly profit from the business. Frank James paid the 20% for the first two years. In the third and fourth years, Frank James failed to pay the agreed 20% on profit. Rampa insists on enforcing the agreement.
Required: Advise Rampa on the chances of success of his claim. (5 marks)
Find Related Questions by Tags, levels, etc.
Report an error
- 5 Marks
BCL – Nov 2023 – L1 – Q1c – Company Directors and Other Officers
Explain Kwayo Mansa’s conduct within the rules of natural justice.
Question
Kwayo Mansa is the Managing Director of Tikitaka Plc. He was linked to a private company called Daakye Ltd of which he had been a major shareholder. Tikitaka Plc decided to undertake procurement for the supply of ICT goods. Daakye Ltd bid for the supply of the goods among other bidders. Kwayo Mansa sat in the evaluation of the bids as the entity head. Kwayo Mansa ensured that the contract for the supply of the ICT goods was awarded to Daakye Ltd.
Required: Explain the conduct of Kwayo Mansa within the maxims/rules of natural justice. (5 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Company Law, Conflict of Interest, Natural Justice
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2023
Report an error
- 5 Marks
BCL – Nov 2023 – L1 – Q1b – Human Rights
List situations where the Republic may interfere with the rights and freedoms of persons.
Question
The 1992 Constitution of the Republic of Ghana guarantees the fundamental human rights of the citizens.
Required: State FIVE (5) situations where the Republic may interfere with the rights and freedoms of persons. (5 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Constitution, Fundamental Rights, Human Rights
- Level: Level 1
- Topic: Human Rights
- Series: NOV 2023
Report an error
- 5 Marks
BCL – Nov 2023 – L1 – Q1a – Sources of Law
Explain whether the Ghanaian legal system is both adversarial and inquisitorial.
Find Related Questions by Tags, levels, etc.
- Tags: Adversarial, Common Law, Inquisitorial, Legal Systems
- Level: Level 1
- Topic: Sources of Law
- Series: NOV 2023
Report an error
- 20 Marks
BCL – Nov 2019 – L1 – Q5 – Company directors and other officers
Analysis of whether a company can deny the authority of an individual acting as a director who was not formally appointed.
Question
Prime Company Ltd, traders in frozen fish, entered into an oral agreement for the supply and sale on credit basis, of all its frozen fish to Addae Company Ltd. The affairs and the business of Prime Company Ltd were undertaken by its Managing Director and one Maxwell Mensah. Maxwell Mensah was never appointed by the Company as a director, but he transacted business on behalf of Prime Company Ltd with Addae Company Ltd, as if he were a director and the Chief Executive Officer of the Company. Maxwell Mensah acted on behalf of the Company by signing the applications for the Company to be registered as an importer, apart from financially assisting the Company to start business. The name of Maxwell Mensah also appeared on the Company’s letter-head as one of its directors.
Prime Company Ltd allowed Maxwell Mensah to share in its profits by allocating to him fifty percent (50%) of the last consignment of fish. Maxwell Mensah entrusted the sale of the consignment allocated to him for his benefit to Addae Company Ltd and directed that the proceeds of the sale should be paid by Addae Company Ltd into the account of his private firm, Asanko Ventures Ltd. In the course of the transaction, Addae Company Ltd paid various sums of money being proceeds of the sale of fish supplied to Prime Company Ltd to both the Managing Director of Prime Company Ltd and Maxwell Mensah. No valid receipts were given for those payments. At the close of business, the trading account of Prime Company Ltd showed a debit balance of over GH¢ 16,000.00 against Addae Company Ltd. Prime Company Ltd subsequently demanded that this amount be paid. Addae Company Ltd resisted settlement on the grounds that it had already accounted fully for the cost of the fish sold to it on credit.
Required:
In the light of the above facts, explain whether Prime Company Ltd would be justified in denying Maxwell Mensah as an Officer of the Company. (20 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Agency Law, Company Law, Director Authority, Estoppel
- Level: Level 1
- Topic: Company directors and other officers
- Series: NOV 2019
Report an error
- 10 Marks
BCL – Nov 2019 – L1 – Q4 – Contract Law
Analysis of whether a breach of contract constitutes a breach of condition or warranty, and the justification for awarding damages.
Question
Kojo Atua, a businessman, who had a contract to supply timber logs to Okofoh Timber Co. Ltd, hired a tractor from Mary Arthur, at a rate of GH¢1,000.00 a day to enable him to haul the timber logs from his timber concession in Okofoh. Under the agreement, Kojo Atua paid a deposit of GH¢10,000.00. It is the case of Kojo Atua that Mary Arthur assured him that her tractor was in good condition and could haul at least 30 logs a day.
Kojo Atua, however, found the tractor to be defective almost from the beginning, with the tractor hauling a maximum of seven (7) logs a day, and a total of 60 logs during a period of a little over one month. Kojo Atua brought an action for damages for breach of contract. The Court awarded Kojo Atua special damages of GH¢20,000.00 on the basis of total failure of consideration.
Required:
i) Explain whether in the circumstance of the case, there was either a breach of condition of the contract or a breach of warranty. (10 marks)
ii) Explain in THREE (3) ways whether the court was justified in the award of GH¢20,000.00 to Kojo Atua for the failure of consideration. (10 marks)
Find Related Questions by Tags, levels, etc.
- Tags: Breach of Contract, Condition, Contract Law, Legal Remedies, Warranty
- Level: Level 1
- Topic: Contract Law
- Series: NOV 2019
Report an error
