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

1、ACCA 考试 F4 公司法与商法（South+Africa）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, explain the impact of human rights law on statutory interpretation. (10 marks)（分数：10.00）_In relation to the contents of a contract, explain the following:

2、分数：10.00）(1).(a) suspensive conditions; (5 marks) （分数：5.00）_(2).(b) resolutive conditions. (5 marks)（分数：5.00）_2.In relation to partnership law, explain the requirement that the business of the partnership must be carried on for the joint benefit of all the partners. (10 marks)（分数：10.00）_3.Explain h

3、ow ratification can validate the acts of an unauthorised agent. (10 marks)（分数：10.00）_4.In relation to close corporation law, discuss a members power to bind the close corporation in contract. (10 marks)（分数：10.00）_5.In company law, indicate the nature of, and legal control over, insider dealing. (10

4、marks)（分数：10.00）_In company law: （分数：10.00）(1).(a) explain and distinguish between shares and debentures; (6 marks) （分数：5.00）_(2).(b) explain the procedure for altering class rights. (4 marks)（分数：5.00）_6.Andrew is the owner of a coffee bar in Pretoria. He agreed to purchase a food vending machine fr

5、om Ben and signed the contract without reading its terms. The contract contained an exemption clause excluding liability for all kinds of defects in the machine. The machine proved to be totally defective. Andrew purported to terminate the contract and also maintains that the contract is in conflict

6、 with what he and Ben orally had agreed on. Required: Advise Andrew as to whether or not he would succeed. (10 marks)（分数：10.00）_7.The memorandum of association of Continental (Pty) Ltd states that the main object of the company is to construct buildings in Gauteng. Article 5 of the companys articles

7、 authorises the managing director to enter into all contracts on behalf of the company. Article 6 provides that any contract involving an amount in excess of R400,000 requires the prior consent of the shareholders in a general meeting. The managing director buys a truck in the name of the company at

8、 a price of R600,000, without the prior consent of the shareholders in a general meeting as required by Article 6. The seller of the truck admits that she has never read the articles of association of the company. Required: Discuss whether the contract is binding on the company. (10 marks)（分数：10.00）

9、8.X (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) resolutive conditions. (5 marks)（分数：5.00）_正确答案：( )解析：2.In relation to partnership law, explain the requirement that the business of the partnership must be carried on for the joint benefit of all the partners. (10 marks)（分数：10.00）_正确答案：( )解析：3.Explain how

10、ratification can validate the acts of an unauthorised agent. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to close corporation law, discuss a members power to bind the close corporation in contract. (10 marks)（分数：10.00）_正确答案：( )解析：5.In company law, indicate the nature of, and legal control over, in

11、sider dealing. (10 marks)（分数：10.00）_正确答案：( )解析：In company law: （分数：10.00）(1).(a) explain and distinguish between shares and debentures; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the procedure for altering class rights. (4 marks)（分数：5.00）_正确答案：( )解析：6.Andrew is the owner of a coffee bar in Preto

12、ria. He agreed to purchase a food vending machine from Ben and signed the contract without reading its terms. The contract contained an exemption clause excluding liability for all kinds of defects in the machine. The machine proved to be totally defective. Andrew purported to terminate the contract

13、 and also maintains that the contract is in conflict with what he and Ben orally had agreed on. Required: Advise Andrew as to whether or not he would succeed. (10 marks)（分数：10.00）_正确答案：( )解析：7.The memorandum of association of Continental (Pty) Ltd states that the main object of the company is to con

14、struct buildings in Gauteng. Article 5 of the companys articles authorises the managing director to enter into all contracts on behalf of the company. Article 6 provides that any contract involving an amount in excess of R400,000 requires the prior consent of the shareholders in a general meeting. T

15、he managing director buys a truck in the name of the company at a price of R600,000, without the prior consent of the shareholders in a general meeting as required by Article 6. The seller of the truck admits that she has never read the articles of association of the company. Required: Discuss wheth

16、er the contract is binding on the company. (10 marks)（分数：10.00）_正确答案：( )解析：8.X & Co acts as the statutory auditors of Easy Ltd, a company that provides bridging finance in the building sector. The directors of Easy Ltd appointed Frank as the companys financial manager. It subsequently came to light

17、that Frank had previously served a prison sentence for theft and embezzlement. During the past financial year Frank forged the signature of one of the companys directors on several of the companys cheques and managed to steal a substantial amount of the companys money. Although X & Co conducted its

18、usual audit of Easy Ltds financial records, it failed to discover the theft and forgery. The directors of Easy Ltd maintain that X & Co did not conduct the audit with reasonable care. Required: Advise Easy Ltd on the feasibility of a claim against the companys auditors. (10 marks)（分数：10.00）_正确答案：( )解析：