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Lahore University of Management Sciences MGMT 260 – Business Law Fall Semester 2015 Instructor Sikander

Lahore University of Management Sciences

MGMT 260 – Business Law Fall Semester 2015

Instructor

Sikander A. Shah and Uzair Kayani

 

Room No.

228; 232

Office Hours

TBA

Email

sikander@lums.edu.pk; uzair.kayani@lums.edu.pk

 

Telephone

TBA

Secretary/TA

TBA

TA Office Hours

TBA

Course URL (if any)

suraj.lums.edu.pk

COURSE BASICS

Credit Hours

3

Lecture(s)

Nbr of Lec(s) Per Week

2

Duration

1 hour

Recitation/Lab (per week)

Nbr of Lec(s) Per Week

 

Duration

 

Tutorial (per week)

Nbr of Lec(s) Per Week

 

Duration

 

COURSE DISTRIBUTION

Core

Core

Elective

 

Open for Student Category

Sophomores, Juniors and Seniors

Close for Student Category

 

COURSE DESCRIPTION

This course aims to equip the students with the ability to understand both rudimentary and complex business law principles, their application and interplay in interdisciplinary settings. The course focuses in the areas of contracts, agency, partnerships and company law. The course will comprehensively cover theoretical as well as substantive and practical aspect of Business Law.

COURSE PREREQUISITE(S)

COURSE PREREQUISITE(S)

None

COURSE LEARNING OBJECTIVES

 

This course will:

Equip the students with discursive and substantive information on Contracts Law, Agency Law, Partnerships Law and Company Law.

Sensitize students to the issues that continually arise in the area of business law, along with possible solutions.

The role of public policy in shaping the law of contracts, agency, partnerships and company.

Enable the students to comprehend both the foundational arguments and the interpretative approaches to business law.

Develop analytical, cognitive and logical reasoning skills in a multidisciplinary context in the setting of business law.

Lahore University of Management Sciences LEARNING OUTCOMES   Upon completion of the course, students

Lahore University of Management Sciences

LEARNING OUTCOMES

 

Upon completion of the course, students will be able to:

1. Apply the principles of contracts, agency, partnership and company law to real life situations.

2. Demonstrate the ability to analytically and practically think through problems pertaining to Business Law.

3. Develop analytical and negotiation skills relevant to the field of Business Law.

UNDERGRADUATE PROGRAM LEARNING GOALS & OBJECTIVES

 

General Learning Goals & Objectives Goal 1 –Effective Written and Oral Communication Objective: Students will demonstrate effective writing and oral communication skills Goal 2 –Ethical Understanding and Reasoning Objective: Students will demonstrate that they are able to identify and address ethical issues in an organizational context. Goal 3 – Analytical Thinking and Problem Solving Skills Objective: Students will demonstrate that they are able to identify key problems and generate viable solutions. Goal 4 – Application of Information Technology Objective: Students will demonstrate that they are able to use current technologies in business and management context. Goal 5 – Teamwork in Diverse and Multicultural Environments Objective: Students will demonstrate that they are able to work effectively in diverse environments. Goal 6 – Understanding Organizational Ecosystems Objective: Students will demonstrate that they have an understanding of Economic, Political, Regulatory, Legal, Technological, and Social environment of organizations.

Major Specific Learning Goals & Objectives Goal 7 (a) – Discipline Specific Knowledge and Understanding Objective: Students will demonstrate knowledge of key business disciplines and how they interact including application to real world situations (Including subject knowledge). Goal 7 (b) – Understanding the “science” behind the decision making process (for MGS Majors) Objective: Students will demonstrate ability to analyze a business problem, design and apply appropriate decision support tools, interpret results and make meaningful recommendations to support the decision maker

Indicate below how the course learning objectives specifically relate to any program learning goals and objectives.

PROGRAM LEARNING GOALS AND OBJECTIVES

COURSE LEARNING OBJECTIVES

COURSE ASSESSMENT ITEM

Goal 1 –Effective Written and Oral Communication

Develop analytical, cognitive and logical reasoning skills in a multidisciplinary context in the setting of business law. (CLO # 5)

Class participation, presentations.

Goal 2 –Ethical Understanding and Reasoning

The role of public policy in shaping the law of contracts, agency, partnerships and company. (CLO # 3)

Class participation, Final Exam

Goal 3 – Analytical Thinking and Problem Solving Skills

Develop analytical, cognitive and logical reasoning skills in a multidisciplinary context in the setting of business law. (CLO # 5)

Class participation, Final exam

Goal 4 – Application of Information Technology

 

Final exam

Lahore University of Management Sciences Goal 5 – Teamwork in Diverse and Multicultural Environments Develop

Lahore University of Management Sciences

Goal 5 – Teamwork in Diverse and Multicultural Environments

Develop analytical, cognitive and logical reasoning skills in a multidisciplinary context in the setting of business law. (CLO # 5)

Presentations

Goal 6 – Understanding Organizational Ecosystems

Sensitize students to the issues that continually arise in the area of business law, along with possible solutions (CLO #

Final exam

2)

Goal 7 (a) – Discipline Specific Knowledge and Understanding

Equip the students with discursive and substantive information on Contracts Law, Agency Law, Partnerships Law and Company Law. (CLO# 1) Sensitize students to the issues that continually arise in the area of business law, along with possible solutions (CLO 2)

Class participation, Final exam

Goal 7 (b) – Understanding the “science” behind the decision making process

Enable the students to comprehend both the foundational arguments and the interpretative approaches to business law. (CLO # 4)

Class participation, Final exam

GRADING BREAKUP AND POLICY

Assignment(s):

Home Work:

Quiz(s):

Class Participation: 15% Attendance: 10% Midterm Examination (Presentation): 25% Project:

Final Examination: 50%

EXAMINATION DETAIL

Midterm

Exam

Yes/No: NO Combine Separate:

Duration:

Preferred Date:

Exam Specifications:

Final Exam

Yes/No: YES Combine Separate:

Duration:

Exam Specifications:

Lahore University of Management Sciences COURSE OVERVIEW   WEEK/       LECTURE/ MODULE

Lahore University of Management Sciences

COURSE OVERVIEW

 

WEEK/

     

LECTURE/

MODULE

TOPICS

RECOMMENDED

READINGS

SESSION OBJECTIVE(S)

 

LAW OF CONTRACTS

   
   

Owen v. Tunison

Familiarize students with various basic elements of a legally valid contract

Harvey v. Facey

Gibson v. Manchester

Session 1

Wood v. Lucy

Discuss the various forms of the first element of a contract i.e. Offer

Offer, Invitation to Treat and Express/Implied Promises

Petrosin v. Pak

   

Craft v. Elder

Further explore the various forms of the first element of a contract i.e. Offer

Fisher v. Bell

Session 2

Advertisement, Auctions, Tenders and display of Goods

Pharma v. Boots

Patridge v. Crittenden

   

Carlill v. Carbolic

Understand the various types of contracts

White c. Corlies

Session 3

Unilateral/Bilateral Contracts

Rogosta v. Wilder

 
   

Hafeezullah Khan v. Al Haj

Discuss the nature and scope of the second element of a contract i.e. Consideration

Feinburge v. Pfeiffer

Session 4

Consideration: Definition and Scope

Chappel v. Nestle

White v. Bluett

What may constitute consideration?

How much consideration is necessary?

   

Hamer v. Sidway

Further delve into the concept of consideration

Fiege V. Boehm

Session 5

Ward v. Byham

Discuss the possibility of past consideration

Scope (Contd.)and Preexisting Duty Rule

Arzani v. People

   

Pak Wapda v. Kot Addu

 

Syed Shabih Haider Rizvi v. Sheikh Muhammad

AlAbid v Syed Muhammad

What qualifies as lawful consideration?

What is the result of legally inadequate consideration on the

Lawful Consideration and Void

Session 6

Contracts (Restraint of Trade and Marriage)

Kadir Motors v. Messers National Motors Ltd.

Rubina Makhdoom v. Sajid Ahmed

contract made through it?

Lahore University of Management Sciences     ‐ Luttinger v. Rose ‐ What is a

Lahore University of Management Sciences

   

Luttinger v. Rose

What is a consideration precedent?

How does a condition precedent operate?

Session 7

Condition Precedent

International Rotterdam v. River

Kanavos v. Hancock

   

Ruxley v. Contruction Ltd

The remedy of breach of contract.

Laredo v. H&H

Session 8

Exceptional Damages: Replace or Repair

Hopper v. All Pet Animal Clinic

The rationale behind remedies

How are damages calculated?

 

LAW OF AGENCY

   
   

Express & Implied Actual Authority

Explore the concept of Agency.

Hely Hutchinson v. Brayhead Ltd. Apparent Authority

How is a relationship of agency created?

Spiro v. Lintern

When can agency be inferred from given circumstances?

Agency By Operation of Law

The Concept of Agency

Usual Authority

 

Session 9

&

Watteau v. Fenwick

The Creation of Agency

Agency By Ratification

Keighley Maxted & Co v Durant

Kelner v Baxter

Bolton Partners v. Lambert

   

Said v. Butt

The function of an agency?

Dyster v. Randall

Breach of Warranty of authority

Explore what is the scope of a principle’s liability for acts done by an agent

Yonge v. Toynbee

Session 10

Liability on Contracts Made by Agents

Habton Farms (an unlimited company) v. Nimmo and another

   

To Obey and Instruct

Learn the various duties an agent owes the principle

Care and Skill

Chaudry and Prabhakar Personal Performance

What are the rights of an agent?

Duties of Agents

Session 11

&

 

The Rights of Agents

Fiduciary Duties

Imageview Management Ltd. v. Jack

Boardman v. Phipps

Lahore University of Management Sciences     Attorney General for Hong Kong v. Reid and

Lahore University of Management Sciences

   

Attorney General for Hong Kong v. Reid and Others Additional Duties of Commercial Agents

 

Indemnity & Remuneration

Re Richmond Gate Property Co. Ltd.

Luxor (Eastbourne) Ltd. v. Cooper

Lien

   

Termination by Operation of Law

Understand various ways in which an agency relationship can be terminated

Session 12

Termination of Agency

Termination by other means

Session 13

PRESENTATIONS

   
 

LAW OF PARTNERSHIPS

   
   

Keith Spicer Ltd. V. Mansell

Explore and discuss the nature of partnerships.

Khan v. Mia

What are the defining

Session 14

The Nature and Definition of Partnership

Saywell v. Pope

Pitreavie Golf Club v. Penman

features of a partnership?

   

Davis v. Davis

What are the constituents of a partnership?

Cox v. Coulson

Pratt v. Strick

Session 15

Indicators Whether Partnership Exists

Young Legal Associates Ltd. v. Zahid

Croft v. Day

What factors give rise to a partnership?

The Partnership Agreement

What are the elements of a partnership agreement?

Moss v. Elphick

   

Terms Implied by the Partnership Act

What are the rights of each partner against the other partners in the partnership?

Byrne v. Reid

Session 16

Partners’ Relationship with Each Other Partnership Property

Miles v. Clarke

Don King Productions Inc v. Warren

 
   

Duty to Render Accounts

What are the duties owed by each partner to the other partners in the partnership?

Law v. Law

Session 17

Partner’s Fiduciary Duties

Hogar Estates Ltd. v.

Lahore University of Management Sciences     Shebron Holdings Ltd.   Accounting For Profits

Lahore University of Management Sciences

   

Shebron Holdings Ltd.

 

Accounting For Profits

Bentley v. Craven

John Taylors v. Masons and Wilsons

Trimble v. Goldberg

   

Partners as Agents

What is the status of each partner when dealing with an outsider?

Mercantile Credit co. v. Garrod

JJ Coughlan Ltd. V. Ruparelia and Others Liability for Partner’s Torts and Wrongful Acts

Session 18

Partner’s Relationship with Outsiders

Liability of each partner in regards to dealings with outsiders by the other partners

Liability by Holding Out

Tower Cabinet Co Ltd. V. Ingram

   

Dissolution by Partners Dissolution under the Act Dissolution by Court Order Winding up

Discuss the various ways a partnership may come to an end.

Session 19

Dissolution and Winding Up

&

Limited Partners

Discuss the process of dissolution of partnership.

Post partnership obligations.

Realization and Distribution of Firm’s Assets

 

COMPANY LAW

   
   

The Companies Ordinance: Section 14 29

Discuss, in light of case law and the provisions o the Companies Ordinance, what is a company?

Liability of managers of a company to justify their decisions and the legal concept of corporate veil

What are the various kinds of companies?

How are companies formed?

The Nature of a Company

Salomon v Salomon and Co Ltd

Macaura v Northern Assurance Ltd.

Tunstall v. Steigmann

Session 20

The Corporate Veil

The Nature and Formation of a Company

Adams v. Cape Industries plc

Gilford Motor Co Ltd. V. Horne

Ord and another v. Belhaven Pubs Classification of Companies

 

Formation of Registered Companies

Lahore University of Management Sciences     The Companies Ordinance: Section 30 ‐ 41 ‐

Lahore University of Management Sciences

   

The Companies Ordinance: Section 30 41

Discuss the various elements of a constitution of a company.

The Constitution of a Company

Greenhalgh v. Arderne Cinemas Ltd. Off the shelf Companies

The legal status and enforceability of the constitution of a company?

Session 21

The Nature and Formation of a Company (Contd.)

Contracts Made Prior to Company Formation

The requirements in regards to selecting a company name.

The Company name

Ewing v. Buttercup Margarine Co Ltd. The Registrar of Companies

   

The Companies Ordinance: Section

Explore the various class of person responsible for the management of a company

174

– 197

Directors

Bushell v. Faith

Directors: who are they? What are their rights? And what are their duties towards the company?

Freeman & Lockyer v. Buckhurst Park Properties Ltd.

Session 22

The Management of a Company

Craven – Ellis v. Cannons Ltd.

Automatic Shelf Cleansing Filter Syndicate Co Ltd. v. Cuninghame

 

Bamford v. Bamford

   

The Companies Ordinance: Section

What are the rights and obligations of a company secretary?

Who is an auditor? The role of an auditor in a company?

Various records the company is legally required to maintain.

252

260

The Company Secretary

Panorama Developments (Guilford) Ltd. v. Fidelis Furnishing Fabrics Ltd. The Auditor

Session 23

The Management of a Company (Contd.)

Caparo Industries plc v. Dickman Company Registers The Annual returns Accounts and Accounting Records

 
Lahore University of Management Sciences     The Companies Ordinance: Section 61 – 81, 89

Lahore University of Management Sciences

   

The Companies Ordinance: Section 61 – 81, 89 108

Shares and shareholders: rights and obligations.

Session 24

Shareholders, Resolutions, Maintenance of Capital, Minority Protection, Debentures

Shareholders The Nature of Shares Becoming a Shareholder with Share Capital Company Resolutions and Meetings

How does one become a shareholder in a company?

Participation of shareholders in running the company

   

The Legal Effect of the Constitution

What is the legal effect of the constitution of a company?

What are the rights conferred in the constitution of company?

Hickman v. Kent or Romney Marsh Sheep Breeder’ Association

Pender v. Lushington

Shareholders, Resolutions, Maintenance of Capital, Minority Protection, Debentures (Contd.)

Rayfield v. Hands

Session 25

Maintenance of Capital Insider Dealing

The concept of insider dealing

Protection of Minority Shareholders

How are minority shareholders protected? What are the protections accorded to them?

 

Irvine v. Irvine

Ebrahimi v. Westbourne Galleries Loan Capital

   

The Companies Ordinance: Section 297 – 320, 358 – 361, 383 402

The process of winding up of companies.

Winding up of Companies, Limited Liability Partnerships, Benefits of trading as a Company, Partnership or Limited Liability Partnership

Winding up of Companies

What are the obligations imposed by law at the time of winding up of companies?

Session 26

Re German Date Coffee Co

Re Thomas Edward Brinsmead and Sons

 

Winding up of Companies, Limited Liability Partnerships, Benefits of trading as a Company, Partnership or Limited Liability Partnership (Contd.)

Choice of Legal Status

The choice of legal statues of a company.

Session 27

What are the pros and cons of each status?

Session 28

PRESENTATIONS

   

TEXTBOOK(S)/SUPPLEMENTARY READINGS

Coursepack The Partnership Act, 1890 The Companies Ordinance, 1984