ACCA考试F4公司法与商法（Lesotho）真题2008年12月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Lesotho）真题 2008 年 12 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the legal system of Lesotho, explain how the RomanDutch law was introduced in Lesotho. (10 marks)（分数：10.00）_2.In relation to the law of contract, explain what is meant by tacit t

2、erms. (10 marks)（分数：10.00）_3.In relation to the law of contract, explain what is meant by the doctrine of fictional fulfilment. (10 marks)（分数：10.00）_4.In relation to the law of delict, explain the principle of causation. (10 marks)（分数：10.00）_5.In relation to employment law, explain the concept of co

3、nstructive dismissal. (10 marks)（分数：10.00）_6.In relation to company law, discuss whether a company is allowed to issue shares at a discount. (10 marks)（分数：10.00）_7.In the context of corporate governance, explain how the decision-making power is divided between the shareholders in a general meeting a

4、nd the board of directors. (10 marks)（分数：10.00）_8.Lesotho Builders agreed to reconstruct a laundry and to complete the work within 10 weeks. The work took 12 weeks and the laundry is claiming damages for the loss of normal profits during the two additional weeks and also for the loss of a particular

5、ly valuable contract which it could not accept because its machines were out of action. Required: Advise Lesotho Builders as to their liability for breach of contract. (10 marks) （分数：10.00）_9.Under the articles of association of Dundas Ltd, a farming company, the directors of the company require the

6、 consent of the general meeting by an ordinary resolution to borrow sums of money in excess of R100,000. The other articles are in the form of Table A. John has been appointed managing director of the company and he holds 1% of the issued shares of the company. Without seeking the approval of the me

7、mbers as required by the articles, John entered into a contract worth R200,000 with Farm Machinery Ltd to buy some agricultural machinery for use by Dundas Ltd in its farming operations. However, John holds shares in Farm Machinery Ltd, which subsequently paid him a personal commission of R20,000. S

8、mart is the company secretary of Dundas Ltd. He hired a car from Superb Cars Ltd telling them that the car was being rented for company business. Smart asked Superb Cars Ltd to deliver the car to his home address, which they did. Smart then used the car for private purposes and has now disappeared w

9、ithout paying the hire charge. Required: Advise the directors of Dundas Ltd whether: (a) they are bound by the agreement with Farm Machinery Ltd and Superb Cars Ltd; and (5 marks) (b) Dundas Ltd has any claim on the commission paid to John. (5 marks)（分数：10.00）_10.Samuel is a partner in a firm of who

10、lesale food distributors. There are two other partners, Arthur and Dhondy. The partnership is registered and the partnership deed provides that all three partners must consent to any contract in excess of R50,000. Samuel entered into three contracts in the partnerships name, each of which is valued

11、at more than R50,000, without consulting with his other two partners. The three contracts relate to the purchase of: (a) a consignment of tinned fruits; (b) office equipment; and (c) an expensive car. Required: Advise Arthur and Dhondy whether the partnership is liable on these contracts. (10 marks)

12、（分数：10.00）_ACCA 考试 F4 公司法与商法（Lesotho）真题 2008 年 12 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the legal system of Lesotho, explain how the RomanDutch law was introduced in Lesotho. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of contract, explain wha

13、t is meant by tacit terms. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the law of contract, explain what is meant by the doctrine of fictional fulfilment. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to the law of delict, explain the principle of causation. (10 marks)（分数：10.00）_正确答案：( )解析：5.In

14、 relation to employment law, explain the concept of constructive dismissal. (10 marks)（分数：10.00）_正确答案：( )解析：6.In relation to company law, discuss whether a company is allowed to issue shares at a discount. (10 marks)（分数：10.00）_正确答案：( )解析：7.In the context of corporate governance, explain how the deci

15、sion-making power is divided between the shareholders in a general meeting and the board of directors. (10 marks)（分数：10.00）_正确答案：( )解析：8.Lesotho Builders agreed to reconstruct a laundry and to complete the work within 10 weeks. The work took 12 weeks and the laundry is claiming damages for the loss

16、of normal profits during the two additional weeks and also for the loss of a particularly valuable contract which it could not accept because its machines were out of action. Required: Advise Lesotho Builders as to their liability for breach of contract. (10 marks) （分数：10.00）_正确答案：( )解析：9.Under the

17、articles of association of Dundas Ltd, a farming company, the directors of the company require the consent of the general meeting by an ordinary resolution to borrow sums of money in excess of R100,000. The other articles are in the form of Table A. John has been appointed managing director of the c

18、ompany and he holds 1% of the issued shares of the company. Without seeking the approval of the members as required by the articles, John entered into a contract worth R200,000 with Farm Machinery Ltd to buy some agricultural machinery for use by Dundas Ltd in its farming operations. However, John h

19、olds shares in Farm Machinery Ltd, which subsequently paid him a personal commission of R20,000. Smart is the company secretary of Dundas Ltd. He hired a car from Superb Cars Ltd telling them that the car was being rented for company business. Smart asked Superb Cars Ltd to deliver the car to his ho

20、me address, which they did. Smart then used the car for private purposes and has now disappeared without paying the hire charge. Required: Advise the directors of Dundas Ltd whether: (a) they are bound by the agreement with Farm Machinery Ltd and Superb Cars Ltd; and (5 marks) (b) Dundas Ltd has any

21、 claim on the commission paid to John. (5 marks)（分数：10.00）_正确答案：( )解析：10.Samuel is a partner in a firm of wholesale food distributors. There are two other partners, Arthur and Dhondy. The partnership is registered and the partnership deed provides that all three partners must consent to any contract

22、 in excess of R50,000. Samuel entered into three contracts in the partnerships name, each of which is valued at more than R50,000, without consulting with his other two partners. The three contracts relate to the purchase of: (a) a consignment of tinned fruits; (b) office equipment; and (c) an expensive car. Required: Advise Arthur and Dhondy whether the partnership is liable on these contracts. (10 marks)（分数：10.00）_正确答案：( )解析：