Com Law 1

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What and when was the British Bubble Act?
1720 - an act that dictated that companies could be created but only with the consent of the monarchy
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What and when was the Joint Stock Companies Act?
1844 - any person could start a company if they paid the incorp fee and created an admin group
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What and when was the Ltd Liability Act?
1855 - shareholders can only lose what they invest
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Main point of Salomon vs Salomon?
Solidified the idea of a company as a separate legal entity from the directors, shareholders or any other party
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Two ways to be considered a juristic person?
1.Common law - ie acts like a juristic person thanks to generally enabling statute 2. Statutory - ie. created by specific legislation
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When are you recognised as a juristic person?
Once created by statute or once you turn a profit
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What contract is there between agent and principal?
Contract of mandate -power of attorney
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What are the duties of the agent?
1. Perform the mandate 2. Be honest and show good faith 3. Exercise due care 4. Act in accordance with P's instructions 5. Allow inspection of books
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What are the duties of the principal?
1. Pay the agreed remuneration if mandate performed 2. Reimburse A for expenses properly incurred 3. Indemnify agent for losses suffered executing the mandate
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What happens if agent has authority?
Contract is between principal and 3rd party - A isn't bound
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How does agent get authority?
1. Expressed (written or held) 2. Implied (bystander test) 3. Ratification 4. Ostensible/apparent (make agent believe he had authority 5. Authorization by law
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If an agent enters a contract of sale but the principal then denies liability, what needs to have occurred for the P to be bound based on estoppel?
Buyer must have reasonably believed that A had the authority to sell to him, and P must have made him believe that she had authorized A to sell
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What are the two consequences of exceeding the mandate or acting without authority?
1. Agent could be liable based on warranty of authority 2. If P is liable based on estoppel, A may be in turn liable to P
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Do most agents have a fiduciary duty?
Yes - "while agency is not a necessary element of the existence of a fiduciary relationship…, that agency exists will almost always provide and indication of such a relationship" - Phillips Vs Fieldstone Africa
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Characteristics of a fiduciary relationship?
1. Scope for exercise of some discretion or power 2. No permission needed to exercise that power 3. A peculiar vulnerability to the exercise of that power
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What are the two fiduciary duties?
1. Duty to act in good faith 2. Duty to account
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Whats included in the duty to act in good faith?
1. Be open and honest 2. Avoid conflict of interest 3. Hand over any profit made 4. Disclose any relevant/pertinent info
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Whats included in the duty to account?
1. Keep P informed of progress 2. Keep own property separate 3. Maintain proper records of dealings 4. Account for any transactions concluded
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Examples of fiduciaries?
Directors, partners, trustees, CC members
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What are the four elements of a delict?
Fault/blameworthiness, wrongfulness, causation, loss
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Other cards in this set

Card 2

Front

What and when was the Joint Stock Companies Act?

Back

1844 - any person could start a company if they paid the incorp fee and created an admin group

Card 3

Front

What and when was the Ltd Liability Act?

Back

Preview of the front of card 3

Card 4

Front

Main point of Salomon vs Salomon?

Back

Preview of the front of card 4

Card 5

Front

Two ways to be considered a juristic person?

Back

Preview of the front of card 5
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