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Chapter

Cover Sealy and Hooley's Commercial Law

1. An introduction to commercial law  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter introduces the reader to commercial law. It first considers the nature of commercial law by focusing on the definitions offered by previous scholars of note. It then examines its function and historical development, and discusses various sources of commercial law such as contracts and national legislation. In addition it refers importantly to the role of equity and trusts in commercial law, to public law in the commercial arena, and to the philosophy and concepts of commercial law. Possible codification of commercial law is discussed. Finally, the chapter assesses the challenges for commercial law in the twenty-first century and briefly discusses the impact of Brexit on English commercial law.

Chapter

Cover Sealy and Hooley's Commercial Law

15. International sales  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter examines the rules of English law governing international commercial sales, a subject of disproportionate importance because of the surprisingly large proportion of international trade carried on under contracts governed by English law by choice of the parties. Contracts of this type expose the parties to greater risks than purely domestic sales. The chapter gives detailed coverage of typical export transactions and INCOTERMS, both marine and non-marine, including FOB contracts, FAS contracts, CIF contracts and variants of the CIF contract, and DAP contracts as well as FCA, CIP, and similar contracts. Likely future developments are also mentioned.

Chapter

Cover Sealy and Hooley's Commercial Law

27. Insurance  

D Fox, RJC Munday, B Soyer, AM Tettenborn, and PG Turner

This chapter deals with the principles of insurance law. First, the chapter explains how insurance works, with a particular focus on insurable interest, the statutes that govern insurance contracts, and the power of the Financial Conduct Authority to authorise persons wishing to conduct business as insurers. The chapter then considers how an insurance contract is formed and goes on to describe the content and interpretation of the contract. It also discusses the liability and rights of the insurer before concluding with an analysis of marine insurance and insurance claims.

Chapter

Cover Company Law

4. Corporate personality  

This chapter looks at one of, if not the, defining characteristic of the company, namely its corporate personality. At its most basic level, the doctrine of corporate personality simply provides that the company is a person. As such, it can do many things that humans are able to do, including own property, enter into contracts, and be subject to legal rights, duties, and obligations. However, the artificial nature of corporate personality, and the fact that it can be abused, means that a significant body of law has developed in this area. The law provides for several ways in which a company’s corporate personality can be set aside. These include statutory provisions and the common law. Moreover, individuals may contract away the protection of corporate personality and render themselves personally liable.

Chapter

Cover Banking Law and Regulation

2. The banker–customer relationship  

Iris Chiu and Joanna Wilson

This chapter discusses the relationship between a bank and its customer. The Bills of Exchange Act 1882 defines a banker to include ‘a body of persons whether incorporated or not who carry on the business of banking’. Meanwhile, upon the opening of an account, a person will be deemed to have become a customer of the bank and there is no requirement for a habitual course of dealings. Although the relationship between a bank and its customer is primarily governed by contract law, there may be circumstances in which the bank undertakes additional obligations, thereby taking the relationship beyond the remit of contract law such that the bank becomes subject to fiduciary duties of trust and loyalty. The chapter then considers the fiduciary nature of the banker–customer relationship as well as undue influence.

Chapter

Cover Company Law

4. Promoters and pre-incorporation contracts  

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 focuses on one area where the motives of ‘promoters’ (that is, those who form a company) are relevant to the legal aspects of certain activities carried out in the company’s name, especially when they enter into contracts for the company prior to its formal registration. After defining the term ‘promoter’, the chapter discusses the fiduciary duties of promoters and the range of remedies available to the company against a promoter who breaches his fiduciary duties. It then considers problems involving contracts entered into prior to incorporation and the common law position on such contracts. It also explains pre-incorporation contracts, deeds, and obligations under s 51 of the Companies Act 2006 before concluding with an analysis of the issue of Brexit and its impact on corporate mobility.

Book

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law
Sealy & Worthington’s Cases and Materials in Company Law clearly explains the fundamental structure of company law and provides a concise introduction to each different aspect of the subject. The materials are carefully selected and well supported by commentary so that the logic of the doctrinal or policy argument is unambiguously laid out. Notes and questions appear periodically throughout the text to provoke persistent analysis and debate, and to enable students to test their understanding of the issues as the topics unfold. This text covers a wide range of sources, and provides intelligent and thought-provoking commentary in a succinct format. It is invaluable to all those who need vital materials and expert observations on company law in one volume. This twelfth edition brings: improved chapter order and location of materials; the incorporation of changes necessitated by Brexit; complete updating of statutory, regulatory and case law materials, including by the Corporate Governance and Insolvency Act 2020 and the many changes and additions to corporate governance codes requiring ‘apply and explain’ and ‘comply or explain’ adherence; major rewriting of Chapter 3 (Corporate Activity and Legal Liability) in the light of significant Supreme Court cases; expansion of Chapter 6 (Corporate Governance) and Chapter 9 (Company Auditors), along with additional coverage of shareholder remedies (Chapter 8), including coverage of Sevilleja v Marex Financial Ltd (2020, SC) and new cases on statutory derivative actions; and additional coverage of insolvency issues.