2014年ACCA考试F4公司法与商法第十一章总汇2

2014年ACCA考试F4公司法与商法第七章总汇2本文由高顿ACCA整理发布，转载请注明出处2.1 Must be provided by both parties (unless in the form of deed).2.2 (a) May be executed: an act in return for a promise.(b) Executory: a promise given for a promise.(c) Must not be in the past: Re McArdle.An exception is where there is an implied promise to pay : Lampleigh v Braithwait.Privity of contract2.3 Only a party to a contract may sue on that contract – 'Privity of Contract'. Dunlop v. Selfridge.There are a number of exceptions:(a) persons entitled to benefit under third party motor insurance can sue the insurer directly: Road Traffic Act 1972.(b) a principal where his agent was the party entering into the contract.(c) a special relationship exists between the parties (eg acting as executor of a deceased's estate).(d) where there has been an assignment of the benefit of the contract. The burden can only be assigned with the consent of the other party.2.4 Also be aware of Contracts (Rights of Third Parties) Act 1999.This has a fundamental effect on the rule of privity of contract and sets out the circumstances in which a third party may enforce a contract term.(a) the third party must be expressly identified in the contract.(b) the contract must give an express or implied right to the third party to enforce the term.更多ACCA资讯请关注高顿ACCA官网：。

2014年ACCA考试F4公司法与商法第二十三章总汇2本文由高顿ACCA整理发布，转载请注明出处2 Administration ordersPurpose of administration2.1 (a) The appointment of an administrator is designed to give companies in financial difficulty (usually with insolvency looming) a “breathing space” from which to trade out of their difficulties.(b) Administrators may be appointed either by the court, the holders of floating charges created on or post 15.9.03 and the company and its directors.(c) If the company and its directors intend to appoint an administrator they must give five days notice to any floating charge holder entitled to appoint either an administrative receiver or administrator. This effectively means that a floating charge holder can either block the company’s choice of adminis trator or block the administration procedure.(d) The administrator once appointed must perform his functions with the objective of:(i) rescuing the company as a going concern, or(ii) achieving a better result for the company’s creditors than windi ng up; or(iii) realising property to distribute to secured or preferential creditors.Consequences of the appointment of an administrator2.2 (a) Winding-up cannot be commenced or continued with.(b) No goods can be recovered from the company (e.g. H.P. repossessions) without court leave.(c) Legal proceedings can only be commenced or continued with the court's permission.Administrators proposals and powers2.3 (a) The administrator should:(i) Establish the state of the company’s affa irs by obtaining a statement of affairs.(ii) Prepare proposals to achieve the aim of administration.(b) A creditors meeting must be called within 10 weeks of administrators appointment.(c) The meeting will(i) accept;(ii) accept with modifications which must be approved by the administrator; or(iii) reject.Powers2.4 (a) The administrator has general powers of management derived from..(b) He can(i) appoint and remove directors (a unique power in company law normally only available in an AGM)(ii) call meetings of the members and creditors(iii) apply to court for directions regarding the carrying out of his functions(iv) make payments to secured or preferential creditors and with the courts permission make payments to unsecured creditors(e) He must summon a meeting of the company’s creditors if told to by:(i) the court, or(ii) 10% of the company’s creditors.End of administration2.5 (a) The administration has been successful.(b) Automatically (unless extended) 12 months after the date of appointment.(c) By court order which includes the granting of a winding up petition on public interest grounds.更多ACCA资讯请关注高顿ACCA官网：。

所选答案：
Special resolution
正确答案：
Special resolution
问题22
Which of the followi ng is the n ame given to compa nies that are created by directors of in solve nt companies in order to continue their business illegally?
问题1
Which of the following must be proved to win a case of fraudule nt trading un der the In solve ncy Act 1986?
所选答案：The fraud wasintended正确答案：
The fraud was intended
问题2
Which of the following parties has their interest paid last out of a liquidated company's assets?所选答案：
Members
正确答案：
Members
问题3
At which point before its payme nt does a divide nd become a debt of the compa ny?
21
止确答案：
21
问题25
Which of the following statements concerning wrongful trading is correct?
所选答案：
A case of wrongful trading is brought by a company's liquidator

2014年ACCA考试F4公司法与商法第六章总汇2本文由高顿ACCA整理发布，转载请注明出处2 AcceptanceDefinition2.1 (a) An unconditional assent to all the terms of the offer: Neale v Merrett(b) It is important to identify a clear offer, and unconditional acceptance.Negotiations may constitute a series of counter offers, each party trying to impose their standard terms on the contract: "the battle of the forms." Hence if faced with this type of question ensure that you identify what is happening at each stage of the negotiations until you have a clear offer and acceptance.(c) Acceptance may only be made by authorised person: (compare revocation).(d) Must be made whilst the offer is still open ie:(i) before revocation(ii) before any time limit specified has expired(iii) before the offeree's deathRules of acceptance2.2 (a) It must be communicated by positive words or deeds hence it cannot be imposed by silence but may be inferred by conduct.(b) If method of communication is mandatory then no other method will be legally effective: Holwell Securities v Hughes.(c) If no mandatory method is specified it should still be made in the way specified by the offeror, but an equally speedy method may suffice: Yates v Pulleyn.Instantaneous methods of communication2.3 However, if modern instantaneous methods of communication are used e.g. telephone, faxes, email etc, communication must be received; Entores v Miles Far East Corporation.Exceptions to the communication rule2.4 (a) Where the need for communication is waived: Carlill v Carbolic Smoke Ball Co.(Be careful this does not negate the need for acceptance itself.)(b) Where the postal rule applies acceptance will occur at the moment of posting: Adams v Lindsell, Household Fire Insurance v Grant.Conditions:(i) Letter must be properly addressed and stamped;(ii) put into the post in the normal way;(iii) the postal rule will not have been excluded i.e. it must be in contemplation of both parties that acceptance will take place by post.更多ACCA资讯请关注高顿ACCA官网：。