I True or False: 1. Law on enterprises 2005 covers all types of companies in Vietnam. TRUE 2.

. There is at least one partnership member in a partnership company. FALSE 3. The legal minimum number of members in a Ltd company is 2. FALSE 4. The legal minimum number of members in a joint stock company is 2. FALSE 5. Partnership members have equal rights to manage their company. TRUE 6. Ltd companies can not have more than 50 members. TRUE 7. Capital contribution in Ltd companies can be freely transferable among members. FALSE 8. Capital contribution in Ltd companies can be freely transferable outside. FALSE 9. Members in a Ltd company can transfer their capital contribution directly. FASLE 10.Capital must be contributed on time and in full without any congestion. FALSE 11.A control Board is compulsory in a company. FALSE 12.The most powerful body in a company is BOM. TRUE 13.Directors are always eligible to be the representative of their companies. FALSE 14.Ltd companies can issue securities. FALSE 15.Preference shares do not carry the voting rights. FALSE 16.Preference shares can be converted into ordinary shares and vice versa. FALSE 17.Limited Liability means that a member is liable for his companys ability. FALSE 18.All preference shares can be transferable. FLASE 19.Joint stock companies can sell shares without issuing share certificate. TRUE 20.Dividend depends on the business performance of the company? TRUE

II Short answer: 1. When should an offer be deemed to lapse if the deadline of the open time for that offer falls on national holiday? It will lapse until the next business day, at the same time, if a time was specified.

2. When is COQ (Certificate of Quality) binding? For whom is relatively good (exporter or importer)?

The COQ is often handled at the leaving port. It is relatively good for exporter. When both exporter and importer inspect the goods and sign it

3. Who is liable for cargo in damage at the destination port? It depends on the contract. 4. What are 3 functions of B/L? Why is it said that B/L represents document of title? a) Receipt for goods b) Evidence of Contract c) Title because who holds the B/L owns the cargo 5. A student copies a book to study. Does he do anything wrong? Why? No, copy for personal use is accepted, she cannot sell copies 6. A tourist who spend most of his life time traveling around the world. He told his friend a lot of useful experience of where he has been to. The friend copies all the information to write a handbook for tourists which became best seller. Can the tourist claims for copyright over the book? Can he win? Why? No cannot claim and cannot win, coz his friend wrote the handbook from information given by the friend, who was inspired by that information to write about it in his own words 7. Company X in State A entered the contract with company Y in state Z. They both agree to choose law of state C to govern the contract. State C is member of CISG. Which law applies? Law of state C or CISG? CISG, coz they agreed upon it. The aim is to help parties agree on sales terms, it helps with clear terms to avoid dispute.

III Case studies: 1- Smith wrote a letter to John saying; I would like to buy your Rolls-Royce for $20.000.00: $5.000.00 to be paid on the day of sale and the balance in two months. John replied, saying, I wouldnt take less than $24.000.00. If you want it, let me know quickly, as there is someone else after it. Smith tried again, this time offering $22.000.00, $5.000.00 up front and the balance in two months. John replied: I am quite agreeable to your term, viz $5.000.00 up front and the balance in two months, but I still dont care to take less than $24.000.000. If you accept my offer, let me know at your earliest convenience, as I still have someone else interested. On the same day, John wrote to Crump, offering to sell him the Rolls for $25.000.00. The next day he received replies from both Crump and Smith Accepting your offer. John sold the Rolls to Crump. Do you think Smith should have remedy against John because he did not get the Rolls? Explain?

Smith Offer to buy: 20k, 5k now, 15k in 2 months John Counter offer: 24k Smith Reject Smith Offer to buy 22k, 5k now, 17k in 2 months John Counter offer to sell 24k, 5k now 19k in 2 months John Offer to sell to Crump 25k Smith should have remedy against John, because Smith received the counter-offer first, and accepted it. 2- Annie saw the following ad in a shop window Today is special offer: Michael Jackson CDs $2,99 each. Annie went into the shop and said she would take five. The shopkeeper said: Thats $64,95, thank you. When Annie pointed the ad sign in the window said $2.99. The shopkeeper said that was a mistake, the price was $12,99 each. Is there a contract? Invitation to treat: 2.99 for each MJ CD Offer: 64.95 for five CDs No contract, unless she accept 12.99 per CD, the ad for $2.99 is only an invitation to treat.

THE END