Académique Documents
Professionnel Documents
Culture Documents
PARTIES OF OFFER:
Illustration:
Types of Proposals
i) Express Proposal:
When a proposal is communicate by words spoken or in written form is
called express proposal.
1. Express or Implied:
Illustration:
(i) The owner of the weighting machine gives offer to general public
through his conduct by putting the weighing machine at nay public
place. It is an example of implied offer.
(ii) X says to Y that the will sell his watch to him for Rs.5000 after two
days. It is an express offer.
2. Legal Relationship:
Illustration:
(i) Ali invites Arif to attend his birthday party at Avari Hotel. It is a
social offer which do not create legal obligation.
Illustration:
(i) Mr. Akram announces a prize of Rs.1000 for any one who will find
his lost documents. It is a general offer.
(ii) Mr. Akram offers to sell his watch to Ali for Rs.2000. It is a specific
offer.
Illustration:
Ali says to Arif “I will sell my precious item to you at a very low price”. It
is not a valid offer because nature and price of item is not clear.
5. Communication of Offer:
Illustration:
(i) Mr. A have just intention to sell his VCR to B for Rs.5000 and fails to
communicate offer in writing, orally or by conduct, then there is no
valid proposal.
(ii) A’s nephew was missing. He sent B his servant to trace the boy,
subsequently A announced a reward for information relating to the
boy. B traced the boy in ignorance of the announcement regarding
award. Later on reading the notice of award B claimed it. Held B
was not entitled to the award on the ground that he could not
accept the offer unless he had knowledge of it.
6. Lawful Proposal:
The proposal must fall under the law of state and it should not against the
public interest. If proposal is against the law of state then it will not
enforceable at law.
Illustration:
Where a person just show his intention without any willingness to obtain
the assent of offeree, is not consider a valid offer. So the object of the
proposal should be to obtain the free consent of the other party.
Illustration:
(ii) A says to B. I will sell my VCR to you for Rs.5000. it is a valid offer
of Mr. A.
Illustration:
Illustration:
Illustration:
Illustration:
On Thursday a seller offers Rice to a buyer and gave him three days for
acceptance. The buyer accepted offer after ten days. After waiting for
three days the seller sold the Rice. Offer has lapsed by ten days and
seller is not bound, to sell the rice to such buyer.
Illustration:
A seller agrees to sell T.V. to B on condition that buyer should pay the
price before a particular date. The buyer fails to pay the price on due date
the offer comes to an end.
Illustration:
5. Counter Offer:
If offeror accept the counter offer, then it creates a legal obligation and
the contract will enforceable at law. An offer is revoked when a counter
offer is made by the other party. Counter offe77
7§7777777777777777ÿÿÿÿn. An offer is counter when it is accepted with
some amendment in the terms and conditions are attached by the
offeree. This type of offer is called counter offer.
Illustration:
X offers to Y to sell his car for rupees two hundred thousands. The market
value of the car is Rupees three hundred thousand. Y refuses and does
not accept the offer. There is revocation of offer.
7. Subsequent Illegality:
The proposal or offer comes to an end after the destruction of the subject
matter. The subject matter is the reason of offer given by the offeror. So
existence of subject matter is necessary for an agreement.
9. Acceptance in Prescribed Mode:
When the offeror mention the prescribe mode for the acceptance of
proposal, then for valid acceptance it is necessary that acceptance should
be made in the required manner. If the acceptance is not made in a
prescribe way, the offeror may cancel the acceptance. Where no prescribe
way is mention by the offeror, then acceptance should made according to
normal trends and customs.
Illustration:
X offers to purchase Y’s car and impose a condition that to intimate him
by a phone call within two days. If Y accept the offer by sending a letter
which receives by X after three days, X may reject the offer.
Illustration:
A offer B to sell his watch for Rs.2000. B accept the offer. This is valid
acceptance.
Parties of Acceptance:
(i) Promisor:
When a partnership is dissolved, all the liabilities of the firm are paid, out of the
assets of the firm, available at the time of dissolution. The remaining amount
after paying all the liabilities, if available, will be distributed among the partners
in their profit loss sharing ratios. If assets of the firm are not sufficient to pay all
the liabilities of the firm, the partners will contribute the balance amount in their
profit/loss sharing ratios to meet the liabilities of the firm.
• Legal Entity
• Profit and Loss Distribution
• Unlimited Liability
• Transfer of Rights
• Management
• Number of Partners
DISSOLUTION OF FIRM
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12121212121212121212E1212y of Period
If a firm is established for a fixed period, then it will be dissolved after the expiry
of period.
2. Completion of Particular Venture
A firm may be dissolved after the completion of particular venture, for which it is
formed:
3. Death of a Partner
A partnership firm may also dissolve with the death of a partner.
4. Insolvency
Insolvency of a partner also serves as a notice for dissolution of firm.
DISSOLUTION BY COURT
The court may dissolve a firm due to the following reasons:
1. Case of Unsound Mind
A partnership firm may be dissolved by the order of court, if any partner
becomes of unsound mind.
2. Case of Incapable Partner
A partnership firm may be dissolved by the order of court if any partner
permanently become incapable of performing his duties.
3. Case of Misconduct
A partnership firm may be dissolved if a partner is found guilty of misconduct in
affairs of business.
4. Transfer of Interest
A partnership firm may be dissolved if any partner transfers his share of interest
to other persons, without the consent of existing partners.
5. Breach of Agreement
A partnership firm may be dissolved if any partner commits a breach of
agreement.
6. Assurance of Loss
Court may dissolve a partnership firm if the business of that firm is suffering
from continuous loss.
7. Others Reasons
The court has the right to accept or reject the application of dissolution. The just
and equitable reason is determined by the court.
Certificate of Incorporation:
On issuance of this certificate, the promoters of proposed company
become entitled on the registration of its memorandum with the registrar
of companies. This certificate contains the following information:
• Date of issue
• Name of the company
• Certification by the registrar that company is incorporated
• In case of limited company certificate by the registrar that company
is limited.
• Province and seal of the registrar
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nce any business or exercise any borrowing powers unless-
(a) Shares held subject to the payment of the whole amount thereof in
cash have been allotted to an amount not less in the whole than the
minimum subscription;
(b) Every director of the company has paid to the company full amount
on each of the shares taken or contracted to be taken by him and for
which he is liable to pay in cash;
(c) No money is or may become liable to be repaid to applicants for any
shares or debentures which have been offered for public subscription by
reason of any failure to apply for or to obtain permission for the shares or
debentures to be dealt in on any stock exchange;
(d) There has been filed with the registrar a duly verified declaration by
the chief executive or one of the directors and the secretary in the
prescribed form that the aforesaid conditions have been complied with
and the registrar has issued a certificate referred to in sub-section (2);
and
(e) In the case of a company which has not issued a prospectus inviting
the public to subscribe for its shares, there has been filed with the
registrar a Statement in lieu of prospectus.
b) every director of the company has paid to the company full amount on
each of the shares taken or contracted to be taken by him and for which
he is liable to pay in cash;
c) no money is or may become liable to be repaid to applicants for any
shares or debentures which have been offered for public subscription by
reason of any failure to apply for or to obtain permission for the shares or
debentures to be dealt in on any stock exchange;
d) there has been filed with the registrar duly verified declaration by the
chief executive or one of the directors and the secretary in the prescribed
form that the aforesaid conditions have been complied with and the
registrar has issued a certificate referred to in subsection (2); and
e) in the case of a company which has not issued a prospectus inviting
the public to subscribe for its shares, there has been filed with the
registrar a statement in lieu of prospectus.
2) The registrar shall, on th1717
Types of Proposals
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7171 Proposal Proposal Proposal
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continues.
6) Nothing in this section shall apply to a private company, or to a
company limited by guarantee and not having a share capital.
Memorandum of Association:
Memorandum of association is a legal document for incorporation of a
company Memorandum of association is a fundamental legal document on
the basis of which the company conducts external affairs. This document
signifies the powers of the company as well as the limitations of
the company. It contains information regarding the purpose, capital,
place of business, liability of the members and acquisition of shares by
the subscribers.
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323232323±2323a Province, as the case may be, in which the registered
office of the company is stated by the memorandum to be situate.
(2) A declaration by such person as may be prescribed in this behalf, or
by a person named in the articles as a director, or other officer of
company, of compliance with all or any of the requirements of this
Ordinance and the rules made thereunder shall be filed with the registrar;
and the registrar may accept such a declaration as sufficient evidence of
such compliance.
(3) If the registrar is satisfied that the company is being formed for lawful
purposes, that none of its objects stated in the memorandum is
inappropriate or deceptive or insufficiently expressive and that all the
requirements of this Ordinance and the rules made thereunder have been
complied with in respect of registration and matters precedent and
incidental thereto, he shall retain and register the memorandum and
articles. if any.
(4) If registration of the memorandum is refused, the subscribers of the
memorandum or any one of them authorised by them in writing may
either supply the deficiency and remove the defect pointed out, or within
thirty days of the order of refusal prefer an appeal—
(a) where the order of refusal has been passed by an additional registrar,
a joint registrar, a deputy registrar or an assistant registrar, to the
registrar; and
(b) where the order of refusal has been passed, or upheld in appeal, by
the registrar, to the Authority.
(5) An order of the Authority under subsection (4) shall be final and shall
not be called in question before any Court or other authority.
Winding up of companies
Voluntary winding up
Members’ voluntary winding up or Creditors’ voluntary winding up
Winding up
84. (1) If the company is wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the
Ordinance divide amongst the members, in specie or kind, the whole or any part
of the assets of the company, whether they consist of property of the same kind
or not.
(2) For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property, to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(3) The liquidator may, with like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories as the
liquidator, with the like sanction, thinks fit, but so that no member shall be
compelled to accept any shares or other securities whereon there is any liability.
ANSWER
CONTRACT OF SALES OF GOODS & ITS FEATURES:
Sale of Goods Act is one of very old mercantile law. Sale of Goods is one
of the special types of Contract. Initially, this was part of Indian Contract
Act itself in chapter VII (sections 76 to 123). Later these sections in
Contract Act were deleted, and separate Sale of Goods Act was passed in
1930.
fulfilled by the seller can only be treated as a breach of warranty and not
as a ground for rejecting the goods and treating the contract as
repudiated, unless there is a term of the contract, express or implied, to
that effect. [section 13(2)]. Nothing in this section shall affect the case of
any condition or warranty fulfillment of which is excused by law by reason
of impossibility or otherwise. [section 13(3)].
Property passes when intended to pass - Where there is a contract for the
sale of specific or ascertained goods the property in them is transferred to
the buyer at such time as the parties to the contract intend it to be
transferred. [section 19(1)]. For the purpose of ascertaining the intention
of the parties regard shall be had to the terms of the contract, the
conduct of the parties and the circumstances of the case. [section 19(2)].
Unless a different intention appears, the rules contained in sections 20 to
24 are rules for ascertaining the intention of the parties as to the time at
which the property in the goods is to pass to the buyer. [section 19(3)].
Auction sale - Auction sale is special mode of sale. The sale is made in
open after making public announcement. Buyers assemble and make
offers on the spot. Person offering to pay highest price gets the goods.
Usually, auctioneer is appointed to conduct auction. Higher and higher
bids are offered and sale is complete when auctioneer accepts a bid.- - -
In the case of a sale by auction— (1) where goods are put up for sale in
lots, each lot is prima facie deemed to be the subject of a separate
contract of sale; (2) the sale is complete when the auctioneer announces
its completion by the fall of the hammer or in other customary manner;
and, until such announcement is made, any bidder may retract his bid;
(3) a right to bid may be reserved expressly by or on behalf of the seller
and, where such right is expressly so reserved, but not otherwise, the
seller or any one person on his behalf may, subject to the provisions
hereinafter contained, bid at the auction; (4) where the sale is not
notified to be subject to a right to bid on behalf of the seller, it shall not
be lawful for the seller to bid himself or to employ any person to bid at
such sale, or for the auctioneer knowingly to take any bid from the seller
or any such person; and any sale contravening this rule may be treated
as fraudulent by the buyer; (5) the sale may be notified to be subject to a
reserved or upset price; (6) if the seller makes use of pretended bidding
to raise the price, the sale is voidable at the option of the buyer. [section
64].
Suits for breach of the contract - Unpaid seller can exercise his rights
to the extent explained above. In addition, seller can exercise following
rights in case of breach of contract. Buyer has also rights in case of
breach of contract.