- 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.
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Subject: BUSINESS & CORPORATE LAW
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+ 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.
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- Tags: AGM, Companies Act, Corporate Governance, Meeting Notice, Shareholder Rights
- Level: Level 1
- Topic: Company Meetings and Resolutions
- Series: Nov 2024
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- 5 Marks
BCL – Nov 2024 – L1 – Q4d – Utmost Good Faith in Insurance
Explanation of the principle of utmost good faith in insurance contracts.
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- 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.
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- 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
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- Tags: Contractual Obligations, Domestic Agreements, Family Law, Legal Intent, Social Contracts
- Level: Level 1
- Topic: Company Law
- Series: Nov 2024
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- 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.
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- 10 Marks
BCL – Nov 2024 – L1 – Q3b – Financial Assistance for Share Purchase
Conditions under which a company may provide financial assistance for share purchase.
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- 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.
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- 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.
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- 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)
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- 10 Marks
BCL – May 2017 – L1 – Q1c – Contract Law
Define a ‘condition’ and ‘warranty’ in contract law, and advise on the validity of an exclusion clause in a hotel agreement.
Question
c)
i) Define a ‘condition’ as in the law of contract. (3 marks)
ii) Define ‘warranty’ as in the law of contract. (3 marks)
iii) Keita books for a hotel facility and pays in advance. The hotelier tells him nothing more than the issue of a receipt. Keita takes occupancy of the room only to read a list of DONTS posted at the back of the door of his room. The following day he returned from breakfast in the hotel to find that his wristwatch which he left on the table of the room was missing. He spoke to the receptionist at the reception desk on the loss but they referred him to an exclusion clause on the door. He seeks your advice. Advise Keita. (4 marks)
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- Tags: Condition, Contract Law, Exclusion Clauses, Legal Advice, Warranty
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2017
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- 5 Marks
BCL – May 2017 – L1 – Q1b – Human Rights
Identify fundamental human rights violated in a scenario involving property and privacy.
Question
Ama Grace acquired a plot of land at Kasoa on which she put up a three-bedroom house. Ama Grace lived in that house with her three children. One morning, two young men entered the house and threw out her belongings. The belongings were left outside for several hours before the police intervened. Without giving Ama Grace the opportunity to state her side of the incident, the police also removed the belongings of Ama Grace from the compound onto the street. The police never took action to look for the two young men who entered the compound of Ama Grace.
Required: State TWO fundamental human rights of Ama Grace that have been violated. (5 marks)
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- Tags: Ghana Constitution, Human Rights, Privacy, Property Rights
- Level: Level 1
- Topic: Human Rights
- Series: MAY 2017
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- 5 Marks
BCL – May 2017 – L1 – Q1a – Sources of Law
Define the components of the common law as a source of law in Ghana.
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- Tags: Common Law, Ghana Constitution, Legal Principles, Sources of Law
- Level: Level 1
- Topic: Sources of Law
- Series: MAY 2017
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- 20 Marks
BCL – May 2016 – L1 – Q7 – Alternative Forms and Constitutions of Business Organizations
Discuss the typical provisions in a partnership agreement and the steps required when a partner retires.
Question
a) What provisions should typically be contained in a Partnership Agreement? (10 marks)
b) Upon the retirement of a partner in a Partnership, after that partner had given notice to that effect to the other partners, describe the steps that ought to be taken by the remaining partners pursuant to the notice, in accordance with law. (10 marks)
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- 20 Marks
BCL – May 2016 – L1 – Q6 – Employment Law
Evaluate the justification for terminating an employee’s appointment, potential legal redress, and the difference between dismissal and termination.
Question
Kojo Mensah was employed by A&B Co. Ltd as a Waste Management technician. Before his employment, Kojo Mensah presented a certificate to evidence the fact that he was very qualified for the job as a Waste Management technician. One and a half years into his employment, Kojo Mensah’s subordinates petitioned the Management of A&B Co. Ltd that Kojo Mensah was not exhibiting a high sense of professionalism in his position as a Waste Management technician, as several complaints were coming from the clients of A&B Co Ltd to the effect that the services being rendered by the Company were unsatisfactory, adding that Kojo Mensah, as the Officer in charge of that unit, could not supervise the operations of the said unit. It later came to light after the company conducted further due diligence on Kojo Mensah’s academic and professional background, that the certificate he submitted for his employment was a forged one. Prior to the submission of the Petition against him, Kojo Mensah had on several occasions been queried by Management for abandoning his duty post and also getting very drunk during working hours. Without giving Kojo Mensah an opportunity to respond to the petition, the Management of A&B Co. Ltd did not dismiss Kojo Mensah but terminated his appointment from the Company on these grounds.
a) Explain whether A&B Co. Ltd was justified in terminating the appointment of Kojo Mensah.
(10 marks)
b) Explain whether Kojo Mensah has any chance of success in seeking redress. (5 marks)
c) Differentiate between dismissal of one’s appointment and termination of one’s appointment. (5 marks)
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- Tags: Employment Termination, Labor Law, Legal Remedies, Misconduct
- Level: Level 1
- Topic: Employment law
- Series: MAY 2016
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- 10 Marks
BCL – May 2016 – L1 – Q5d – Company Law
Explain how a company acquires interests in pre-incorporation contracts and the legal position of persons acting on behalf of the company.
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- Tags: Company Formation, Legal Position, Pre-incorporation, Ratification
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2016
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- 3 Marks
BCL – May 2016 – L1 – Q5c – Company Law
State three features of a pre-incorporation contract.
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- Tags: Company Formation, Contract Law, Pre-incorporation
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2016
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- 2 Marks
BCL – May 2016 – L1 – Q5b – Company Law
Define the term "pre-incorporation contract."
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- Tags: Company Formation, Legal Definition, Pre-incorporation
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2016
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- 5 Marks
BCL – May 2016 – L1 – Q5a – Company Law
State five items required by law in the regulations of a company registered under the Companies Act.
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- Tags: Companies Act, Company Regulations, Legal Requirements
- Level: Level 1
- Topic: Contract Law
- Series: MAY 2016
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- 20 Marks
BCL – May 2016 – L1 – Q4 – Sale of Goods/Hire Purchase
Analyze the implications of paying 60% of a hire purchase price, the legality of seizing a motor, and possible remedies.
Question
Kobi Jones, a porter, buys a tricycle motor to help him cart goods of his clients. The motor was purchased from Agaza Motor Company Limited on a hire purchase agreement. The hire purchase price was GH¢4,500.00 to be paid for in twenty equal instalments. By June 2011, Kobi Jones had paid 60% of the purchase price but was unable to pay the instalment due in July 2011. His plea to be given more time to pay fell on deaf ears. In August 2011, while Kobi Jones was on his way to cart goods for customers, the agents of Agaza Motor Company seized the motor. Kobi Jones thus lost a very lucrative job from which he had hoped to make GH¢2,400.00. Kobi Jones is very upset and comes to you for advice.
a) Explain the effect that the payment of 60% of the purchase price had on the agreement. (6 marks)
b) What does the seizure of the motor by the agents of Agaza Motor Company amount to? (10 marks)
c) What remedies, if any, are available to Kobi Jones? (4 marks)
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- Tags: Contract Breach, Hire Purchase, Protected Goods, Remedies
- Level: Level 1
- Topic: Sale of goods/hire purchase
- Series: MAY 2016
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