Commercial Law

Commercial Law: Made Simple covers the basic principles and concepts of commercial law. The book starts by describing trading entities, such as trading by individuals; corporations; and unincorporated associations, partnerships, and agencies. The book discusses contractual obligations, including topics about the nature and the laws related to contractual obligations, unilateral contracts, and contracts of mutual obligations. The sale of goods is also considered with regard to transference of ownership, the terms of the contract of sale, the rights of an unpaid seller, international trade, and hire purchase and similar transactions. The book further tackles carriage and insurance, assignments, negotiable instruments, and securities. Students taking business studies and courses in law and accountancy and businessmen will find the book an invaluable source of reference and guidance.

Preface

Book I: Trading Entities

1 Individuals, Corporations and Unincorporated Associations

Trading by Individuals

The Business Names Register

Statutory Corporations

The Difference between Limited Liability Companies and Partnerships

The Difference between Partnerships and Co-Ownership

Unincorporated Associations

2 Partnerships

How Partnerships Come into Existence

The Relationship between Partners

The Relationship between Partners and the Outside World

The Dissolution of Partnerships

Limited Partnerships

3 Agency

The Implied Warranty of Authority

The Duties of an Agent

The Rights of an Agent

The Undisclosed Principal

Ratification

Termination of Agency

Book II: Contractual Obligations

4 The Nature of Contractual Obligations

What is a Contract?

The Action of Assumpsit

The Consensus ad idem Theory

Express Promises

Implied Promises

Contracts by Estoppel

Contractual Obligations by the Objective Test

Contracts of Adhesion

Standard Contracts that are Signed

Unsigned Common Form Documents

Unilateral and Synallagmatic Contracts

Acceptance by Post

A Definition of a Contract

The Difference between Contracts and Torts

The Difference between Contractual Obligations and Trusts

Quasi-contractual Obligations

5 How the Law Enforces Contractual Obligation

The Action for Debt

Quantum Meruit

The Different Kinds of Damages

The Principles on which Damages are Assessed

Damages for Non-delivery or Non-acceptance of Goods

Damages Fixed by the Terms of the Contract

How to Distinguish Liquidated Damages from Penalties

The Equitable Remedy of Specific Performance

Injunctions—Prohibitive and Mandatory

Rectification

6 Promises the Law Will Not Enforce

No Agreement to Make an Agreement

Cerium est quod cerium reddi potest

Absence of Contractual Intent

Business Agreements

Statutory Undertakings and Contractual Intent

Domestic Arrangements

Social Arrangements

Parol Promises without Consideration

Consideration and the Performance of Existing Duties

Consideration and Existing Moral Duty

Consideration and Existing Legal Duties

Consideration and Contractual Obligations to Third Parties

Consideration and Contractual Obligations to the Promisor

Consideration and the Release of Debts

Common Law Exceptions to the Rule in Pinnel’s Case

Promissory or Equitable Estoppel

The 'Privity of Contract'

Exceptions to the 'Privity of Contract' Doctrine

Does the Law Need the Doctrine of Consideration?

7 Promises the Law Will Not Enforce: For Want of Capacity

Corporations and their Contracts

The Contractual Capacity of Drunks, the Insane and Married Women

Contracts on which Minors are Liable

Contracts not Binding on Minors

Equitable Remedies against Minors

8 Promises the Law Will Not Enforce: For Want of Form

Contracts that Must be Evidenced in Writing

The Equitable Doctrine of Part Performance

Contracts of Guarantee and Contracts of Indemnity

Other Contracts that Need to be in Writing

9 Promises the Law Will Not Enforce: Illegality

The Nature of Illegality

The Effect of Illegality on Contracts

Contracts in Restraint of Trade

Agreements between Traders

Other Contracts which it is Contrary to Public Policy to Enforce

Gaming and Wagering Contracts

The Statutes and Gaming and Wagering

10 Misrepresentation, Duress and Undue Influence

The Nature of a Misrepresentation

The Effect of a Misrepresentation

The Misrepresentation Act, 1967

Duress and Undue Influence

11 Unilateral Contracts

Must the Promisee Know?

Can the Promisor Withdraw?

12 Contracts of Mutual Obligation

Is Offer and Acceptance Essential?

Invitations to Treat

The Relationship of Tenders to Offers

The Lapsing of Offers

The Revocation of an Offer

The Rejection of an Offer

The Effect of Death on Offers and Acceptances

Acceptance of the Offer

The Mode of Acceptance

Mistake and the Effect on Synallagmatic Contracts

Implied Terms

Exemption and Limitation Clauses

Discharge of Contractual Obligations

Book III: The Sale of Goods

13 The Transference of Ownership

Nemo dat quod non habet

Transfer of Title and the Consequences

14 The Terms of the Contract of Sale

Conditions, Warranties and Fundamental Breaches

Implied Terms as to Title

Implied Terms as to Quality

15 The Rights of an Unpaid Seller

The Unpaid Seller's Lien

The Right of Stoppage in Transitu

The Right to Re-sell

16 International Trade in Goods

Making the Contract

Export Trade Terms

17 Hire Purchase and Similar Transactions

True Hire Purchase Contracts

Conditional Sale Agreements

Credit Sale Agreements

Acts of Parliament and Vendor Credit

Transfer of Title

The Hire Purchase Act, 1965

Dealers' Liability in Hire Purchase Transactions

Finance Companies' Liability to the Hirer

The Statutory Copies and the Right to Cancel

The Owner's Right to Terminate

The Hirer's Right to Terminate

Book IV: Carriage and Insurance

18 Carriage by Land

The Common Carrier

Carriage by Rail

Carriage by Road

19 Carriage by Sea

Charterparties

Bills of Lading

20 Carriage by Air

Documentation for Air Freight

21 Contracts of Insurance

The Insurable Interest

Formation of Insurance Contracts

Claims on Insurance Policies

Life Insurance

Fire Insurance

Marine Insurance

Book V: Assignments, Negotiable Instruments and Securities

22 Assignments of Contractual Rights

Legal Assignments

Equitable Assignments

23 Negotiable Instruments

The Nature of Negotiability

What is a Bill of Exchange?

Acceptance and Non-Acceptance of Bills of Exchange

The Holder in Due Course

Liabilities of the Parties to a Bill of Exchange

Cheques and Bankers

Protection of the Paying Banker

Protection of the Collecting Banker

Promissory Notes

24 Bailment, Liens and Securities

The Nature of Bailment

The Bailee's Obligations

Hotels and Guests' Property

Liens

Pledge or Pawn

Appendix One—List of Abbreviations

Appendix Two—Table of Cases

Appendix Three—Table of Statutes

Index