Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in L’Estrange v Graucob Ltd [1934] 2 KB 394. The document also includes supporting commentary from author Nicola Jackson.
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Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the process of incorporation and the advantages and disadvantages of conducting business through a company. The three principal methods by which a company can be incorporated are: incorporation by Act of Parliament, incorporation by Royal Charter, and incorporation by registration. The advantages of incorporation include perpetual succession, asset ownership, and the ability to commence legal proceedings. The disadvantages of incorporation include increased formality, regulation, publicity, and civil liability.
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This chapter begins with an overview of company law and the role of directors and members. It then discusses: the sources of company law (UK Companies Acts, case law, European law, human rights legislation, and self-regulation); the process of company law reform; the purpose of company law; classification of companies; companies and partnerships; and incorporation, registration, and the role of the registrar.
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Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in L’Estrange v Graucob Ltd [1934] 2 KB 394. The document also includes supporting commentary from author Nicola Jackson.
Chapter
This chapter discusses the process of incorporation and the advantages and disadvantages of conducting business through a company. The three principal methods by which a company can be incorporated are: incorporation by Act of Parliament, incorporation by Royal Charter, and incorporation by registration. The advantages of incorporation include perpetual succession, asset ownership, and the ability to commence legal proceedings. The disadvantages of incorporation include increased formality, regulation, publicity, and civil liability.
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Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in L’Estrange v Graucob Ltd [1934] 2 KB 394. The document also includes supporting commentary from author Nicola Jackson.
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The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter looks at mixed topic questions and provides four example questions and suggested answers. The questions require the consideration of a variety of topics, including: directors’ duties, shareholder remedies, derivative claims, unfair prejudice, de facto and shadow directors, corporate personality, lifting/piercing the veil of incorporation, pre-incorporation contracts, wrongful trading, disqualification, and the articles of association.
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This chapter begins by discussing s. 9 of the Wills Act 1837, which continues to govern the execution of wills in English law. Section 9 provides that no will shall be valid unless: it is in writing, and signed by the testator, or by some other person in his presence and by his direction; it appears that the testator intended by his signature to give effect to the will; the signature is made or acknowledged by the testator in the presence of two or more witnesses present at the same time; and each witness either attests and signs the will or acknowledges his signature. The remainder of the chapter covers the question of reform, incorporation, the solicitor’s duty of care, and deposit and registration.
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6. Assembling the contract
Representations, terms, and incorporation
This chapter considers how the courts determine what the terms of the contract are, both where the contract is in writing and where it is oral. It first examines unwritten contracts, focusing on oral negotiations and how the courts identify which statements, out of everything the parties said and did, were intended to have contractual force. It then discusses three categories of statements made by the parties: statements that are ‘mere puff’, statements that are factual ‘representations’, and statements that are intended to be contractual terms. It also describes written documents, and more specifically what impact the existence of a written contract has on other terms which a party argues were agreed, but which were not written down in the contract. The chapter concludes by looking at incorporation and the criteria the law sets for holding that external terms were validly incorporated into a contract.
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A sole trader or partnership may decide, for a variety of reasons, to incorporate the business. Incorporation will give rise to a number of tax and other problems. This chapter considers these problems and how they can be avoided, or at least mitigated. It shows that the tax rules are the most important consideration in this area, since if they are not appreciated, an unexpected tax bill can cause very serious cash flow problems. They include rules on income tax, capital gains tax, VAT, and stamp duty/stamp duty land tax.
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Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] QB 433. The document also includes supporting commentary from author Nicola Jackson.
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Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Parker v The South Eastern Railway Company (1877) 2 CPD 416. The document also includes supporting commentary from author Nicola Jackson.
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Essential Cases: Contract Law provides a bridge between course textbooks and key case judgments. This case document summarizes the facts and decision in Goodlife Foods Ltd v Hall Fire Protection Ltd [2018] EWCA Civ 1371. The document also includes supporting commentary from author Nicola Jackson.
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This chapter discusses the incorporation of terms into a contract. Three principal options are available to ensure the incorporation of terms, the first of which is to make sure that the other party to the contract signs the document that contains all the relevant terms. A party is generally bound by terms he has signed, whether or not he has read them. The second option is to take reasonable steps to bring the terms to the notice of the other party. In order to be effective the notice must have been given at or before the time of contracting, in a document that was intended to have contractual effect, and reasonable steps must have been taken to bring the terms to the attention of the other party. The third option is incorporation by course of dealing or by custom. In order to constitute a ‘course of dealing’ there must have been a series of transactions between the parties that was both ‘consistent’ and ‘regular’.
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This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure at Companies House, such as a company’s separate corporate personality (which is highly artificial), its members, shareholding, directors, secretary, name, constitution and its registered office and domicile. To deter misuse of companies, the registration process involves disclosing much information about a company which is then available for public inspection. This process of public disclosure continues throughout a company’s existence.
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Titles in the Complete series combine extracts from a wide range of primary materials with clear explanatory text to provide readers with a complete introductory resource. This chapter on the disposal of property on death discusses the following: the general characteristics of wills; the doctrine of incorporation by reference; the origins of the secret trust; the difference between fully and half-secret trusts; the three elements of a secret trust: intention, communication, and acquiescence; mutual wills; donatio mortis causa (death-bed gifts); and the rule in Strong v Bird. All four of these doctrines provide exceptions to the strict rules governing wills and provide another example of equity mitigating the harshness of the law.
Chapter
6. Assembling the contract
Representations, terms, and incorporation
This chapter considers how the courts determine what the terms of the contract are, both where the contract is in writing and where it is oral. It first examines unwritten contracts, focusing on oral negotiations and how the courts identify which statements, out of everything the parties said and did, were intended to have contractual force. It then discusses three categories of statements made by the parties: statements that are ‘mere puff’, statements that are factual ‘representations’, and statements that are intended to be contractual terms. It also describes written documents, and more specifically what impact the existence of a written contract has on other terms which a party argues were agreed, but which were not written down in the contract. The chapter concludes by looking at incorporation and the criteria the law sets for holding that external terms were validly incorporated into a contract.
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Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses ‘lifting the veil’, a phrase that refers to situations where the judiciary or the legislature have decided that the separation of corporate personality from the members must not be maintained. In this case, the veil of incorporation is said to be lifted. ‘Lifting’ is also known as ‘peeping’, ‘penetrating’, ‘piercing’, or ‘parting’. The chapter presents statutory examples of veil lifting, many of which involve corporate group structures and others involve straightforward shareholder limitation of liability issues. It also considers cases of veil lifting by the courts as well as classical veil lifting during the periods of 1897 to 1966, 1966 to 1989, and 1989 to the present. Three cases are highlighted: Adams v Cape Industries (1990), Chandler v Cape Plc (2012), and Prest v Petrodel Industries Ltd (2013) as well as important recent case development. The chapter also examines claims of tortious liability, the liability of a parent company for personal injury, and commercial tort. Finally, it looks at the costs and benefits of limited liability.
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This chapter discusses the incorporation of terms into a contract. Three principal options are available to ensure the incorporation of terms, the first of which is to make sure that the other party to the contract signs the document that contains all the relevant terms. A party is generally bound by terms he has signed, whether or not he has read them. The second option is to take reasonable steps to bring the terms to the notice of the other party. In order to be effective the notice must have been given at or before the time of contracting, in a document that was intended to have contractual effect, and reasonable steps must have been taken to bring the terms to the attention of the other party. The third option is incorporation by course of dealing or by custom. In order to constitute a ‘course of dealing’ there must have been a series of transactions between the parties that was both ‘consistent’ and ‘regular’.
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This chapter analyses the relationship between international and domestic law and particularly the reception of the former in domestic legal systems. This matter is regulated in the receiving State’s constitutional law and is generally based on the doctrine of incorporation and that of transformation. The former does not require any further implementing legislation by the receiving State, but where it is applied it is subject to several limitations, particularly where the treaty in question is not sufficiently clear or precise, in which case it is not automatically self-executing. The philosophical foundations of the relationship between international and domestic law are explained by reference to the monist and dualist theories. Besides treaties, domestic law also regulates the reception of custom and UN Security Council resolutions. However, in respect of Security Council resolutions, international human rights law determines their legality.
