1. It can pass written resolutions
2. EU Law
2.1. CJEU
2.2. Impact on UK
2.2.1. Lister and Others v Forth Dry Dock and Engineering
2.3. Primary Source
2.3.1. Eu Treaty on the functioning of the Eu
2.3.2. The amending EU treaties
2.3.3. The protocols annexed to the founding treaties and to the amending treaties
2.4. Secondary Source
3. Features of a sole trader
3.1. Person carries on business as an individual
3.2. Personally owns property and assets
3.3. Does most of the work, unless they hire sub-contracters
3.4. UNLIMITED LIABILITY
3.5. Have a business name which does not establish the business with a separate legal responsibility.
4. LEGAL ENVIRONMENT
4.1. Sources of Law
4.1.1. Case Law / Common Law
4.1.1.1. Precedent
4.1.1.2. ratio decidendi and obiter dicta
4.1.1.3. Heirachy (low to high, left to right)
4.1.1.3.1. House of lords (Binds x1)
4.1.2. Legislation
4.1.2.1. Delegated
4.1.2.2. Statutory Interpretation
4.1.2.2.1. The Literal Rule
4.1.2.2.2. The Golden Rule
4.1.2.2.3. The Mischeif rule
4.1.2.2.4. The Purpose / Telelogical method
4.1.3. Equity
4.1.3.1. Prohibited Conduct
4.1.3.1.1. Direct Discrimination
4.1.3.1.2. Associative Discrimination
4.1.3.1.3. Perceptive Discrimination
4.1.3.1.4. Indirect Discrimination
4.1.3.2. Protected Characteristics
4.1.3.2.1. Age
4.1.3.2.2. Disability
4.1.3.2.3. Gender reassignment
4.1.3.2.4. Pregnancy and maternity
4.1.3.2.5. Race
4.1.3.2.6. Religeon/Belief
4.1.3.2.7. Sex
4.1.3.2.8. Sexual Orientation
4.1.4. Human Rights
4.1.5. Alternative forms of dispute resolution
4.1.5.1. Arbitration
4.1.5.2. Conciliation
4.1.5.3. Mediation
4.2. TERMS
4.2.1. Contractual Terms
4.2.1.1. Express terms
4.2.1.2. Implied Terms
4.2.1.2.1. Terms implied by the courts.
4.2.1.2.2. Terms implied through customs.
4.2.1.2.3. Terms implied through statutes
4.2.2. Types of Terms
4.2.2.1. Warranty
4.2.2.1.1. Innocent party may seek the remedy of damages for a breach, but cannot repudiate the contract (end).
4.2.2.2. Condition
4.2.2.2.1. "Heart of the contract".
4.2.2.2.2. Can end the contract if breached.
4.2.2.3. Innominate/Intermediate
4.2.2.3.1. Not yet defined as a condition or warranty.
5. CONTRACT
5.1. Offer
5.1.1. Unilateral contract
5.1.1.1. Carlil v Carbolic Smoke Ball Company (1893)
5.1.1.1.1. GET £100 IF YOU CATCH INFLUENZA
5.1.2. Invitations to treat
5.1.2.1. Harvey v Facey
5.1.2.1.1. BUMPER HALL PEN!
5.1.2.2. Fisher v Bell
5.1.2.2.1. KNIFE
5.1.3. Revocation of offer
5.1.4. Bilateral contract
5.2. Acceptance
5.2.1. Test of acceptance
5.2.2. Rules of acceptance
5.2.2.1. Communication of acceptance
5.2.2.1.1. Entorres v Miles Far East (1955)
5.2.2.2. POSTAL RULE
5.2.2.2.1. Adams v Lindsell
5.2.2.3. Correspondance with offer
5.2.2.3.1. Dickinson v Dodds (1876)
5.3. Intent
5.3.1. Balfour V Balfour
5.3.2. Merritt V Merritt
5.3.3. Pinnal's Case (1602)
5.4. Consideration
5.4.1. Contract Form
5.4.1.1. In writing
5.4.1.2. Words/Conduct
5.4.2. Promissory Estoppel
5.4.2.1. "Equitable principle where a person can be stopped from enforcing his legal rights when he has promised that he will not."
5.4.2.1.1. Dunlop Tires V Selfridge
5.4.2.1.2. Central London Property V High Trees House
5.4.3. The Doctrine of Privity of Contract
5.4.3.1. "Only parties to a contract may sue or be sued under it"
5.4.3.1.1. Tweddle V Atkinson
5.4.4. Collateral Contracts
5.4.4.1. Shanklin V Detal Products (1951)
5.4.5. Must be sufficient
5.4.5.1. Chappell V Nestle Co.
5.4.6. Must not be past tense
5.4.6.1. Re McArdle
5.5. Capacity
5.6. Consumer protection
5.6.1. The unfair contract terms act 1977
5.6.1.1. Smith V Eric S bush (1990)
5.6.1.1.1. Unfair contract broken chimmney
5.6.2. The sales of good act 1979
5.6.2.1. Rowland V Divall (1923)
5.6.2.1.1. sold car was stolen
5.6.2.2. Bartlett V Sidney Marcus LTD (1965)
5.6.2.2.1. Broken Jaguar
5.6.3. The supply of goods and service act 1982
5.6.4. The sale and supply of goods to consumers regulations 2002
6. BUSINESS ORGANISATIONS
6.1. Simple Partnership
6.1.1. The Partnership Act (1890)
6.1.1.1. If you haven't sorted out where the money and liabilities go to then who's liableIf you haven't sorted out where the money and liabilities go to then who's liable?
6.1.2. Limited Partnership Act (1907)
6.1.2.1. Accepts full liability for partnership if other members have no funds.
6.1.3. Limited Liability Act (2000)
6.1.3.1. Allows own legal personality; LL Status; risk of claims in negligence.
6.1.4. Types of partner
6.1.4.1. Typical partner
6.1.4.2. Silent Partner
6.1.4.3. Salaired partner
6.1.4.4. Partner by estoppel
6.2. Limited liability partnership
6.2.1. Types of partnership
6.2.1.1. Unlimited Partnership
6.2.1.1.1. Partners are fully responsible for the debts of the firm.
6.2.1.2. Limited Partnership
6.2.1.2.1. At least ne of the partners needs to claim full liability for any debts .
6.2.1.3. Limited Liability Partnership
6.2.1.3.1. Can be established as a LLP, to which the LPA 2000 applies.
6.3. Sole Trader
6.4. Limited Companies
6.4.1. Private Limited Company
6.4.1.1. Features
6.4.1.1.1. Limited Liability
6.4.1.1.2. Perpetual Succession
6.4.1.1.3. Prohibited from offering its shares to the public
6.4.1.1.4. Not required to have a secretary
6.4.1.1.5. No necessity to hold an annual general meeting
6.4.1.1.6. No minimum share capital prescribed
6.4.1.1.7. Only 1 director is required
6.4.2. Public Limited Company
6.4.2.1. Features
6.4.2.1.1. Entitled to offer its shares/debentures for sale to the public and can be listed on the LSE.
6.4.2.1.2. Requires a secretary and he/she must be qualified for the position
6.4.2.1.3. Must hold an AGM each calender year
6.4.2.1.4. Must have an allotted share capital of £50,000.
6.4.2.1.5. At least 2 directors are required
6.4.2.1.6. It cannot pass written resolutions
6.4.3. Registration Procedure
6.4.3.1. Memorandum
6.4.3.1.1. Document available to the public, and its aim is to identify the features of the company.
6.4.3.2. Articles of Association
6.4.3.2.1. States the rules of the company and how it may run its affairs.
6.4.3.3. Certificate of incorporation
6.4.3.3.1. This document establishes the existence of the company and will only perish when its formally wound-up.
6.4.3.4. Re-registration
6.4.3.4.1. A private company may want to become a PLC, and so a new certificate of incorporation is issued.
6.4.3.5. Off-the-shelf Company
6.4.3.5.1. Purchase a company from an agent. The agent that has established the company will sell this company to the purchaser and then resign as director and informs the companies house of this happening.
7. OTHER MATTERS
8. NEGLIGENCE
8.1. Duty of Care
8.1.1. Donoghue V Stevenson (1932)
8.1.1.1. Slut in ginger beer
8.2. Negligent Misstatement
8.2.1. Hedley Byrne V Heller (1964)
8.2.1.1. Bank not liable for saying that potential client was financially sound
8.3. Professional Negligence
8.3.1. Caparo V Dickinson PLC
8.3.1.1. Auditors and duty of care
9. KEY TERMS
9.1. Words F-P
9.1.1. Pure Economic Loss (a loss that is purely economic and does affect you in any other way.)
9.1.2. Fustration (an event in which neither party is at fault and may render the contract impossible to perform ir radically different from what was agreed)
9.1.3. Injunction (there are 2 main types of injunction mandatory injuctions and prohibitory injuctions. Failing to follow an injunction will result in the transgressoor being guily of contempt of court.
9.1.4. Intention to create legal relations (a legally enforceable contract must be one where the parties understand and accept that failure to fulfil obligations under the agreement may result in legal consequences)
9.2. Words Q-S
9.2.1. Statute (A piece of legislation that prescribes the law)
9.2.2. Rectification ( a remedy which enables a written document to be changed to more accurately reflect the terms of an oral agreement)
9.3. Words A-E
9.3.1. Agent (A person who has the authority to act on another person 'the agent's behalf'
9.3.2. Breach of contract (When a person fails to for fill there contracted obligation allowing the other party to seek a remedy)
9.3.3. Breach of statutory duty ( a statute may impose a duty but fail to mention any civil law sanctions. In order
9.3.4. Business efficacy (This is a term used to describe how the courts might imply terms in order to produce the intended or anticipated result in the contract)
9.3.5. Common Law (this was created by the decisions of judges before a united system of government had formed in england)
9.3.6. Corporation (a business that has a separate legal identity it can be sued and can also sue)
9.3.7. Debenture (Written evidence of a secured loan given by the lender to the company
9.3.8. Delegated legislation (These are laws which allow individuals or bodies to pass legalisation under the authority and control of parliament)
9.3.9. Duress ( complelling someone to enter a contract against their will)
9.3.10. Equitable remedy (this is discretionary by the courts generally used when damages would not provide an adequate remedy an example of this would be an injection)