Unit 7 Business Law Assignment

Task1

Introduction

The business law assignment report is to help an important foreign client identify the basics of English law. Therefore this report deals with two major things or elements of English law. According to the major divisions of the report the first part explains different sources of English law and some particular laws which are important for any organization irrespective of its type. The second part also explains the basic nature of English legal system via defining the role of government in law-making and some common laws applicable in justice court. The governmental role explanation in law-making also evaluates parliament superiority and bill formation, passage as well as royal assent. Moreover the common law and its court application part include legal structure based on case law as well as doctrine of precedent. Finally the statutory law and its applications include statutory processes and applicable legislations.

1.1 Explanation of Law sources and organizations’ Law:

According to the basic concept of law, the major function is to maintain the basic structure of the society with some enlisted behaviors. The enlisted behaviors or the rules violation may cause the violator (single /group of people) penalty, punishment or warnings according to level of violation (Huxley-Binns and Martin, 2014). Moreover the level of legal rules violation is measured and identified by the court of law or justice. The English law system deals with three major types and they are as follows:

• Legislation
• Common-law
• EU law

Now English law is applicable only in the jurisdiction of England and Wales. But this English-Wales common law system is different from those foreign countries’ law under European Union and this European law system is based on civil/roman law structure (House et al, 2014). The legislation structure of England and wales are further divided into primary and secondary legislations.

• Primary legislation: These types of delegated legislations are created by the deliberate assembly of the country.  They are of similar types as legislation in Scotland’s parliament or Ireland’s assembly (Raz, 2013). Moreover these delegates of parliament have the right to issue secondary legislations. In England and other commonwealths the primary legislations include the followings:
  • Public act: The acts are successfully passed via parliament with royal confirmation. The acts are of two types; modern and old acts. The acts include transport act 2000, housing act 1963 and other general act since 1988.
  • Local and personal act:Both are included in private acts. Local acts include organizational benefits, corporation limits while personal acts include divorce, grants of citizenship, title or name changes etc.
  • Church assembly and Church of UK measures: According to the 1919 power act (UK) Church of England has the same power as parliament. Beneficiary act, clergy measure act are included here (Habermas, 2015).
  • Privy council : Part of royal limits these decisions are changed by act of parliament occasionally and includes civil services, prime minister’s appointments, overseas limitations while following civil contingency act, statutory instrument act and government of Wales act 2006 etc.
• Secondary legislation:This type of subordinate legislation is made by representative of primary legislation authority. Include territorial acts like 1973 Ireland act, national assembly of Wales act and other orders, Warranty and regulation acts.

Common laws are also famous as case laws. For the judgment in this laws include judicial precedence and the term identifies the similarity in cases to making decision. The case laws include criminal laws, contract laws, tort laws, agency terms and conditions. The common laws may look similar to civil laws but their main differences are their individual sources (Bubb, 2014). The common laws have their origin in the writs of medieval England (power of kings) while the civil laws have European background and they are in continuous updating process.
EU laws are famous for their synonym civil laws. The roman laws are saturated with European framework and they come from countries with civil codes (framework considers judge made decisions as law). But some of the common laws have gone under civil codes in 19^th and 20^thcenturies. In case of UK some of them are partnership act 1890, sales of goods act 1893, laws of property act 1925 etc.
Important organizational laws (UK):  For any organizational in UK there are some major factors. The factors include validity of the organization, corporate culture (finance and internal employee culture) etc. The first law to define a valid company or organization is the ‘companies’ act 2006’ which has reformed from ‘companies’ act 1985’ (Callison, 2015). This act deals with director duties, corporation taxes, organizational transparency directives, structure of public and private companies and internal laws for employee, culture and shareholders. Another important act is insolvency act 1986 which defines bankrupt situations and voluntary arrangements, Trustee, administration, offences, right and transactions etc.The next important law to define the corporate culture of any organization is corporate law. The same law is based on corporate governance and corporate finance. The UK governance code identifies a company in London stock exchange. The finance and service act 2000 authorizes the code (Hayek, 2012). The act also identifies the relation with shareholders, salary structure, effectiveness, purpose, position and performance level of companies. Company structure is also defined by some civil acts like partnership act 1890, limited partnership act 2000, Trustee act 2000, and Pension act 1995 as well as contract act 1872.

1.2 Explanation of government role in law making and common laws’ application in court:

Law making process: Most laws are made of following stages:

• General election selects the details of government agenda
• Political parties, socio-economic situation opens some issues in the agenda
• Negotiations for joint operation in government agenda
• Issues identification
• Appropriate people consultation (ministers, political parties, boards etc)
• Proposal creation focusing people and social structure
• Proposal to bill transformation via parliamentary counsel (Llewellyn, 2016)
• Introduction of the bill in parliament session
• Bill moves in the parliament via first, second, third reading, committee, report stages and considering chambers
• House of commons and house of lords approves the bill which make the same into law
• If the law (transformed bill) gets royal consent it transforms into an act

Common laws’ application in court: The common law has a continuous reforming structure. The principle of common law is in full effect under the judge in the court. In this case the judgment is done by legal documentation as per the cases in the court (Raschand Tsebelis, 2013). Moreover the case law has a common structure all over the jurisdiction (England and Wales). In criminal cases the House of Lords and criminal division court (appeal) decide the legal precedence according to the intensity of the crime. In some certain cases case laws takes other EU laws’ help to resolve the situation.

Statutory laws’ application in court:These laws have written format and they are under certain bodies. The law structure varies from administrative and common laws as per the court’s decisions. Public and private acts from certain parts of UK are included in the law framework. In this case the laws pass through the houses of parliament to get approval and use instruments like secondary orders, rules and regulations as statutory instruments (Zander, 2015). The UK states code and local government sections also include additional rules and regulations as per approvals. The written structure is important in statutory definition. As an example, the legal service act is written in the 1990 c.41.  Moreover Laws of property and trustees act are in chronological volumes of UK legal framework. The Halsbury statutes also include changes and reform structures of statutory laws.

Conclusion

The report gives precise details of the English laws in the court and its origins with structural definitions. As the report explains the English law culture for a foreign person it provides the detail of the law framework from medieval English time. The first part of the report includes the origin of the English laws with important types like primary and secondary legislations, common or case laws as well as EU laws. Moreover the same part provides the difference between common and civil laws in England and Wales considering the common law jurisdiction. Finally the first part shows importance of organizational laws like tax act, corporate laws as well as companies act etc. The second part defines the process of law creation via UK government and its role in law making. Furthermore the last and second part also provides the applications of common laws and statutory or written laws in the court of justice.

Task 2

Potential impact of law on Business:

To
Jill & Ben
Sub: Advice on company law
Dear Jill & Ben,
Your initiation in the fashion business and confusion over naming the same business is quite a common problem which business shareholders face. But company name is not going to be a serious problem for the company debts. If you take the example of famous Salomon case of 1896 you can easily find out from the result that company and its owners are not taken as the same personality. Moreover according to the old company act 1862 the shoe company and Mr. Solomon was defined as two separate legal personalities and company debt is not   the owners liability (Percival et al, 2013). The reformed structure of that old company act or the modern company act 2006 defines a valid company with some major identifiable factors. In 2009 with the 1300 sections of the law it has changed into an act. According to this new act the company rules for naming has updated. Therefore you should consider all the terms to remove your confusion about naming. So do not use already registered names or similar (pronunciation, spellings) names for your company. In case of similarity you need prior permission as well as for sensitive words also. Moreover you can use 60 characters maximum and ensure your registration as trademark (Amato, 2015). Finally for business name do not use Ltd, LLP or PLC according to the type of company. Your trademark will take care of the same. Therefore work on the companies house register before naming and good luck for you new venture.
From
Legal advisor

To
Bianca
Sub:Advice for employment law
Dear Bianca,
 According to your situation in the company you have faced a grave problem of race discrimination in your workplace. According to the UK labor law and employee rights act 1996 your right as an employee is violated in the company directly. Yu can also take the help of equality act 2010 which is defensive against race and other discrimination in UK. Moreover according to race relations act 1976 a person cannot treat other persons less favorably due to the color of their skin (Rooney, 2016). Therefore Jill (Company owner) cannot apply her law considering the skin colors of the Spanish community as per her bad experiences in Spain. As she ordered you to refuse orders from Spanish customers this is a direct race discrimination case. You can take the example of 1990 case of James verses Eastleigh where a sexual discrimination had been identified. The most appropriate example for you may be the famous 1999 case of Wethersfield verses Sargeant where the Ltd had unfavorable policy for colored and Asians. So you can seek justice against this direct discrimination act in the court of law using race relation act and employee right act (Lo, 2016). Finally you must remember that in Wilson verses TB Steelwork Company Ltd case is a great example against racial discrimination where a white woman got justice as she was refused a job in the Steelwork for her husband’s colored skin (black). So good luck to you in your fight against racial acts.
From
Legal advisor

To
Martin
Sub: Advice on contract law
Dear Martin,
I have gone through your case and it is clearly a contract violation case. Moreover you have not received the exact things you ordered therefore the company is also violating consumers’ right in this case. According to the consumer right act 2015, you have every right to query about goods sales contract, transfer contracts as well as the quality and quantity of the goods. In this case you have ordered black t-shirts while you have received pink t-shirts that also in a delay (Cuniberti, 2013). According to the 29 (1) and (2) of CRA the goods quality and time of delivery are the responsibility of trader. Moreover according to 3(a) and 3(b) of CRA the conditional sales contract is completely violated here. For the delivery of the goods the 28(3) defines that goods should be exact as per contract and late delivery can cause penalty according to 28(6) of consumer right act 2015 (Mowday et al, 2013). Finally the quality of the goods is not satisfactory. Therefore you can take the help of S9 of CRA 2015 which defines the term satisfactory quality as described in the sales contract between the consumer and trader. In this case the color in the contract was black which is not same after delivery. So your criteria have not met according to the sales contract. Therefore try 19(6) section of CRA 2015 which gives you the right to reject products when they are not as per the prior contract (Holcombe and Ipate, 2012). Use all these acts as your right to get what you deserve. Good luck.
From
Legal advisor

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Task 3

Memo:

To: Big House Ltd & Liquidator
From: Junior Legal Executive
Date: 01.12.2016
Subject: Advice to company and Liquidator
According to the contract terms between Big house and Fabian, Fabian is not taking the usual cost of transforming the old restaurant into three bed room house. Instead of the same Fabian would take 15% of the sales price achieved from the property. Now Fabian according to the contract has not completed his work of transforming the old restaurant into a three bedroomed house. Moreover he left the work showing the reason of bad health and kept the work incomplete. This incomplete situation turned negative for big house as the holes in the incomplete work became the property of rats affecting the neighborhood and the road. There is a similarity of this case with the 1898 case of Sumpter verses Hedges (Myers, 2013). In the 1898 case, the builder Mr. Sumpter abandoned the work and came back only to claim his price for the complete work done. According to the court of law Hedges should not pay him as the contract is abandoned without completing the work. Therefore taking the case example Fabian has no right to ask for payment from Big house Ltd (Fraser and Roberge, 2016). Again in the famous case of Cutter verses Powell 1795 according to the court Cutter had not completed his journey therefore he was not liable for the payment as per the invisible contract (whatever the reason is). In this 1795 case Cutter’s reason was death while in this current case Fabian’s was ill-health. Finally the doctrine of part performance according to the principles of equity states that if the part is done then the worker get reimbursement (Weiss, 2014). Again the section 53(A) defines the principle of equity for part performance where the contract is valid if and only if both parties (offering and accepting) completes the tasks defined in the initial contract. Incompletion of task for any reason means a change in contract terms and the same can change the payment structure of the contract. But Fabian’s part is not complete due to his ill-health so Big house is not liable to pay 15% as per the initial contract (Hopkins, 2012).
Now Big house’s ‘down’ situation in business caused the winding up order from the creditor Donald bank with a appointed liquidator Lauren. According to the Federal law Lauren should be informed about the creditor and shareholder risk (Furmston et al, 2012). Any business purchase can come with some risks while completing the contract. Therefore Lauren should know the liquidation order to identify the risk and negative factors in this case. According to the federal rule of liquidation the term describes business-ending operations. The business assets are on sale and the amounts are distributed as per valid claims. The first priority of this liquidation process goes to the creditor and the very next or remaining part is for the shareholders. The investors are prioritizing as per the type of investment (Hudson, 2012). Stock owners with preferences have the first priority and common owners have the last priority. In this case of liquidation order two significant terms are secure and unsecure creditors. The secure creditors are usually the asset-holder who has fixed command over the business strategy or structure (Whittaker, 2012). The most common example of secure creditor can be bank. Therefore during insolvency sale of the security assets means repaying this type of creditor first (Klick et al, 2012). The second type or unsecure creditor means the floating commander over the business asset considering different business situation.The most common example of unsecured creditors is customers, suppliers and contractors etc. Creditors on preference mean the employees with certain criteria inside the business. In this case Donald bank is secured creditor with its fixed charge over the Big house’s assets. Therefore liquidation order gives the bank first priority in the sales process (Schindler, 2012). According to the federal law a liquidator receives his/her payment when he/she correctly identify the secure creditors for the business. Again from the universal distributing principle liquidator get remuneration while distinguishing the priority of the creditor (secure). Therefore Lauren should use the distribution process (above mentioned) of creditors to end the insolvency process.

Task4

Recommendations of legal solutions to Jackson Ltd:

To
Jackson Ltd
Sub: legal solutions for Jackson Ltd
Sir,
According to the communications between Jackson Ltd and DC motors it is clear that an arbitration clause is present in the initial contract. If the arbitration clause is proved as valid in the initial contract then Dc motors cannot bring a case in the UK court showing the reason of contract breaching. So the definition of arbitration is important in this case. According to the ‘basic law structure’ arbitration means resolving the disputes using private techniques while both the parties of the contract are mutually agreed in the same (Patel et al, 2014).Therefore choosing arbitration means choosing a private resolution technique without taking the help of court. So the main features of arbitration are mutual agreement of both parties, choosing an arbitrator according to arbitration rules, neutrality as well as confidentiality of the arbitration process. Moreover the arbitration process must be easily enforceable. The next important term in this case is the arbitration clause. The validity of this clause can save Jackson Ltd from a lot of trouble. The clause in arbitration process identifies the resolution technique which is private and needs no communication in the court (Patel et al, 2014). The arbitration clause can be formal or informal. Formal clauses use formal language as per American association template while informal clauses lack the formal language. Informal clauses are valid according to suitability, ICC rules in London as well as English law of ‘arbitration in London’. In DC motor case, if the example of 1983 case ‘English Court in Arab African Energy Corp. Ltd v. Olieprodukten’ is taken then using the ICC rules the arbitration clause can be proved as valid (Posner, 1998). According to the ICC rules the recourse opportunity, standardization of the clause and pre-arbitral reference procedure are major features of the clause validity (Sommerlad and Sanderson, 2013). Therefore Jackson Ltd should try to collect the features of the clause so that they can prove the same as valid. Another significant thing in this case is that DC motor is from England while Jackson Ltd is from Italy. So in this case there is a foreign factor for the validity of arbitration clause. But this problem can be solved by the international laws of arbitration. Jackson Ltd can get help from the uncitral model law on international commercial arbitration (1985). Another help in the same case comes from the ‘Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)’ which recognize the arbitration clause valid internationally (Lane et al, 2013).  The term international arbitration has gained its importance after the 1985 case of ‘Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc.’ where the dealer’s arbitration clause was valid in front of the court of Tokyo. The uncitral model law also states itself flexible considering different states and domestic law (Hepple, 2014). Therefore in this DC motor verses Jackson Ltd case, if Jackson Ltd can prove the arbitration clause is valid according to the informal structure of arbitration process then foreign factor cannot make the same invalid. Now the contract has a valid arbitration clause which is even valid in foreign law structure also. That means the arbitration clause can work in the court of England also (Puder, 2015). Moreover arbitration clause remains same after a number of disputes happen between the companies. According to the case the Dc motors supply was delayed for twice and after the second delay of supply Dc motor has gone to the court of law for justice (Jensen, 2016). But the arbitration or the ‘validity of the arbitration’ clause proves that Dc motors case in the UK court of Justice is not valid as arbitration clause justifies no communication in the court and private solution for the disputes (Lott and Fremont-Smith, 2016). Therefore Dc motors appeal cannot affect Jackson Ltd as long as the arbitration clause is valid. Finally Jackson Ltd can produce the valid arbitration proof in court to prove Dc motor’s case invalid (Riederer et al, 2012). Good luck
From
Commercial solicitor

References

Amato, P.A., 2015. The Affordable Care Act: Impact on business. NORTHEASTERN UNIVERSITY.
Bubb, R., 2014. Choosing the Partnership: English Business Organization Law During the Industrial Revolution. Seattle UL Rev., 38, p.337.
Callison, J.W., 2015. Seeking an Angle of Repose in US Business Organization Law: Fiduciary Duty Themes and Observations. U. Pitt. L. Rev., 77, p.441.
Cuniberti, G., 2013. International Market for Contracts: The Most Attractive Contract Laws, The. Nw. J. Int'l L. & Bus., 34, p.455.
Fraser, V. and Roberge, J.F., 2016. Legal Design Lawyering: Rebooting Legal Business Model with Design Thinking. Pepperdine Dispute Resolution Law Journal, 16.
Furmston, M.P., Cheshire, G.C. and Fifoot, C.H.S., 2012. Cheshire, Fifoot and Furmston's law of contract. Oxford University Press.
Habermas, J., 2015. Between facts and norms: Contributions to a discourse theory of law and democracy. John Wiley & Sons.
Hayek, F.A., 2012. Law, legislation and liberty: a new statement of the liberal principles of justice and political economy. Routledge.