case study business law politeknik

• Quick Upload
•   Contact Us
•   FAQ
•   Help Document
• Help Document

Based on the exam results for Diploma students at the Sultan Salahuddin Abdul Aziz Shah Polytechnic, Business Law is the most disliked course for students. There are always case questions issued during the exam but unfortunately the majority of students are unable to answer. The main objective of this case summary book was created to make it easier for students to make references. It is arranged according to the title using easy-to-understand language so that students can master and appreciate the related cases.

• http://anyflip.com/aekvy/tndc/

Related Publications

CASES OF BUSINESS LAW FOR DIPLOMA POLITEKNIK MALAYSIA

Keywords: business law.

PREFACE Based on the exam results for Diploma students at the Sultan Salahuddin Abdul Aziz Shah Polytechnic, Business Law is the most disliked course for students. There are always case questions issued during the exam but unfortunately the majority of students are unable to answer. The main objective of this case summary book was created to make it easier for students to make references. It is arranged according to the title using easy-to-understand language so that students can master and appreciate the related cases. ACKNOWLEDGMENT First and foremost, praises and thanks to Allah for his showers of blessings throughout the project task to complete it successfully. I would also like to express my gratitude to my colleague Pn Ainiza Binti Silim for her advice on the related cases. This project can not be completed without co-operation from her. Last but not least, I would like to extend my gratitude to the Politeknik Sultan Salahuddin Abdul Aziz Shah campus in Shah Alam for allowing me to work on this project.

TABLE OF CONTENT Preface Acknowledgements Table Of Contents 1. THE LAW OF CONTRACT 1.1 ELABORATE ELEMENTS OF VALID CONTRACT 1.1.1 OFFER (a) Specific Offer BOULTON VS JONES (1857) (b) General Offer CARLILL V CARBOLIC SMOKE BALL & CO 1.1.2 CONDITION OF AN OFFER (a) Certain GUTHING V LYNN (1831) TAYLOR V LAIRD(1856) 1.1.3 TERMINATION OF OFFER (a) Non acceptance within reasonable time/by lapse of time RAMSGATE VICTORIA HOTEL CO LTD V. MONTEFIORE (b) Revocation of an offer BRYNE V.VAN TIENHOVEN (1880) (ç) Rejection to an offer /counter offer HYDE V. WRENCH 1.1.4 INVITATION TO TREAT (ITT) (a) Auction HARRIS V. NICKERSON (b) Advertisement COELHO V THE PUBLIC SERVICE COMMISSION (c) Self service shop / Displaying of goods PHARMACEUTICAL SOCIETY OF GREAT BRITAIN V. BOOTS CASH CHEMIST. FISHER V BELL 1.2 ACCEPTANCE 1.2.1 Acceptance by post IGNATIUS V BELL HOLWELL SECURITIES LTD V HUGHES (1974) 1.2.2 Acceptance subject to contract LOW KAR YIT & ORS V MOHD ISA . 1.2.3 Revocation of acceptance DUNMORE V ALEXANDER 1.3 CONSIDERATION Promise in return which has value CURRIE V MISA 1.3.1 Agreement without consideration RE TAN SOH SIM 1.3.2 Adequacy of consideration PHANG SWEE KIM V. BEH I HOCK 1.3.3 From whom consideration should move VENKATA CHINNAYA V. VERIKATARA MA ‘YA (1881) 1.3.4 Waiver of consideration KERPA SINGH V. BARIAM SINGH (1966) 1.4 INTENTION BALFOUR V. BALFOUR (1919) Iii Iv V 11 1 1 1 1 1 1 2 2 2 2 2 2 2 2 3 3 4 4 4 4 5 5 5 5 6 7 7 7 7 7 8 8 8 8 8 8 9 9 10 10 10 10 10 11 11 11

MERRITS V MERRITS (1970) 1.5 CAPACITY Age of majority 1.5.1 Minor TAN HEE JUAN V. TEH BOON KEAT (1934) 1.5.2 Contract of necessaries NASH V INMAN SCARBOROUGH V STURZAKER (1905) 1.5.3 Contract of scholarship GOVERNMENT OF MALAYSIA V. GURCHARAN SINGH (1971) ROBERT V GRAY 1.6 CERTAINTY 1.6.1 Incompleteness MAY AND BUTCHER LTD V THE KING 1.6.2 Vagueness G SCAMMELL & NEPHEW V OUSTON (1941) 1.7 VOIDABLE CONTRACT 1.7.1 COERCION KESARMAL S/O LETCHMAN DAS V . VALIAPPA CHETTIAR 1.7.2 UNDER INFLUENCE INCHE NORIAH V SHAIK ALLIE 1.7.3 FRAUD LETCHEMY ARUMUGAM V. ANNAMALAY (1982) INCHE NORIAH V SHAIK ALLIE BIN OMAR 1.7.4 MISTAKE RAFFLES V. WICHELHAUS 1.7.5 MISREPRESENTATION TAN CHYE CHEW V EASTERN MINING METALS 1.8 TERMS OF CONTRACT 1.8.1 Express terms and implied terms THE MOORCOCK PELLY v ROYAL EXCHANGE ASSURANCE [1757] 1.8.2 Conditions and warranties ASSOCIATED METAL SMELTERS LTD v THAM CHEOW TOH 1.9 DISCHARGE OF CONTRACT I mpossibility CUTTER V POWELL (1795) TAYLOR V. CALDWELL KRELL V HENRY 1.10 REMEDIES FOR BREACH OF CONTRACT 1.10.1 Damages HADLEY V. BAXENDALE 1.10.2 Rescission of contract BERJAYA TIMES SQUARE SDN BHD V M CONCEPT SDN BHD 1.10.3 Specific performance RYAN V MUTUAL TONTINE WESTMINSTER CHAMBERS ASSOCIATION 1.10.4 Quantum Merit SUMPTER V HEDGES (1898) 1.10.5 Injunction NEOH SIEW ENG & ANOR V TOO CHEE KWANG (1963) 1.10.6 Anton Piller Order ANTON PILLER V MANUFACTURING PROCESSES LTD (1976) 12 12 12 12 12 13 13 13 13 13 14 14 14 14 15 15 16 16 16 16 16 17 17 17 18 18 18 18 19 19 19 19 20 20 20 20 20 21 22 22 22 22 22 22 24 25 25 25 25 25 25 25-26

2.0 LEGAL ASPECTS OF BUSINESS ENTITIES 2.1 Partnership RATNA AMMAL & ANOR V TAN CHOW SOO 2.2 Share but not partners 2.2.1 Co-ownership DAVIS V. DAVIS 2.2.2 Sharing of gross returns COX V. COULSON 2.2.3 Sharing of profit Section (4) (c) (i) COX V. HICKMAN Section (4) (c) (ii) WALKER v HIRSCH (1884) Section (4) (c) (iii) I.R.C V LEBUS’S TRUSTEES Section (4) (c) (iv) RE YOUNG Section (4) (c) (v) PRATT V STRICK CHUA KA SENG V BOONCHAI SOMPOLPONG 2.2.4 Liability of partners 2.2.4.1 Contractual liability KENDALL v. HAMILTON (1897) BAGEL v. MILLER (1903)2 KB 212 2.2.4.2 Misapplication RHODES V MOULES 2.2.4.3 Criminal Liability CHUNG SHIN KIAN & ANOR V PP 2.2.4.4 Duration of liability (a) Liability of new partner SUBRAMANIAM CHETTIAR V KADER MASTAN & CO (b) Liability of retired partners MALAYAN BANKING BERHAD V LIM CHEE LENG & ANOR (c) Liability of persons for holding out WILLIAM JACKS & CO. (MALAYA) LTD. V CHAN & YONG TRADING CO 3.3 RIGHT AND DUTIES OF PARTNERS LAW V LAW ASS V. BENHAM PATHIRANA V. ARIYA PATHIRANA 272727272727272728282828282829292929293030303031313132323232323334343435353536

3.0 AGENCY 3.1 LAW OF AGENCY 3.1.1 (a) PRINCIPAL sec 135 -136 MEYER v. HOLLEYS 3.1.1 (b) AGENT sec 135 - 137 GREAT NORTHERN RAILWAY VS SWAFFIELD 3.1.2 EXPLAIN FORMATION OF AGENCY BY WAY OF: (a) EXPRESS APPOINTMENT KGN JAYA SDN. BHD. V. PAN RELIANCE SDN. BHD. (1966) (b) IMPLIED APPOINTMENT CHAN YIN TEE V. WILLIAM JACK & CO. (MALAYA) (1964) (c) RATIFICATION KEIGHLEY MAXSTED & CO V. DURRANT (1901) (d) NECESSITY GREAT NORTHERN RAILWAY V. SWAFFIELD (1874) MISS GRAY V CATHCARD (e) ESTOPPEL FREEMAN & LOCKYER V BUCKHURST PARK PROPERTIES LTD 3.2 TYPES OF AGENCY 3.2.1 AGENT BY FUNCTION (a) FACTOR BARRING V CORRIE (1818) (b) COMMISSION AGENT TURPIN V BILTON (1843) KEPPEL V WHEELER (1927) JOHN MCCANN & CO V POW (1975) ANDREW V RAMSAY & CO (c) DEL CREDERE BROWN V. TORRANCE (1900) (d) POWER OF ATTORNEY WAN SALIMAH BTE WAN JAFFAR V MAHMOOD BIN OMAR (ANIM BTE ABDUL AZIZ, INTERVENER) (1988) (e) AUCTIONEER BARRY V DAVIES (2000) 3.2.2 TYPES OF AGENT BY AUTHORITY (a) ACTUAL WATTEAU V. FENWICK. [346] (b) APPARENT FIRM OF T AR CT V SV KR ALIAS SEENA VANA KANA RUNA (1955) 3.3 THE RELATIONSHIP BETWEEN PRINCIPALS & AGENTS 3.3.1 RIGHTS & DUTIES OF AN AGENT TOWARDS HIS PRINCIPAL TAN KIONG HWA V ANDREW S.H. CHONG (1974) 3.3.2 RIGHTS & DUTIES OF A PRINCIPAL TOWARDS HIS AGENT KINGAN & CO. V. SILVERS ET AL. 3.4 TERMINATION OF AGENCY SOHROBJI V ORIENTAL SECURITY ASSURANCE CO (1946) 363636363636373737373737 37-38 39393939 39-40 41414141414141424344444444444545464646464647474747474848

4.0 SALES OF GOODS 10 4.1.1 GOODS MORGAN V RUSSEL 4.2.1 IMPLIED CONDITIONS & WARRANTIES (a) IMPLIED CONDITION AS TO TITLE ROWLAND V. DIVALL (b) IMPLIED CONDITION THAT IN SALE OF GOODS BY DESCRIPTION, THE GOODS MUST CORRESPOND WITH THE DESCRIPTION NAGURDAS PURSHOTUMDAS & CO V. MITSUI BUSSAN KAISHA LTD (c) IMPLIED CONDITION THAT GOODS MUST BE REASONABLY FIT FOR PURPOSES FOR WHICH BUYER WANTS THEM BALDRY V. MARSHALL (d) IMPLIED CONDITION THAT GOODS MUST BE OF MERCHANTABLE QUALITY WILSON V. RICKET, COCKERALL & CO. GODLEY V PERRY (e) IMPLIED CONDITIONS FOR SALE BY SAMPLE ROWLAND VS DIVALL (1923) (f) IMPLIED WARRANTY THAT THE BUYER SHALL HAVE QUIET POSSESSION OF THE GOODS MICROBEADS A.G V VINHURST ROAD MARKINGS LTD [1975] (g)IMPLIED WARRANTY THAT THE GOODS ARE UNENCUMBERED STEINKE VS EDWARDS 4.3 TRANSFER OF PROPERTY & TITLE UNDER SALES OF GOODS UNDERWOOD LTD V BURGH CASTLE BRICK & CEMENT KIRKHAM V ATTENBOROUGH 4.3.1 THE CONCEPT OF PROPERTY & POSSESSION BADRI PRASAD V. STATE OF MADHYA PRADESH 4.4 PROTECTIONS TO BUYERS & OWNERS 4.4.1 CAVEAT EMPTOR PRINCIPLE GRIFFITHS V. PETER CONWAY LTD 4.4.2 THE PRINCIPLE OF NEMO DAT QUOD NON HABET & THE EXCEPTIONS LIM CHUI V. ZENO LTD 4.5 BREACH OF CONTRACT & REMEDIES OF CONTRACT OF SALE 4.5.1 TYPES OF BREACH OF SALE OF GOODS CONTRACT (a) BY THE BUYER COLLEY V. OVERSEAS EXPORTERS[II] (b) BY THE SELLER DRUMMOND V VAN INGEN 4.5.2 REMEDIES FOR SELLER MORDAUNT BROTHERS V BRITISH OIL AND CAKE MILLS [1910] 49 49 49 49 50 50 50 50 50 50 50 50 51 51 51 52 52 52 52 53 53 53 54 54 54 54 54 55 55 55 55 56 56 56 56 56 56-57

CASES - BUSINESS LAW 1 | Page 1. THE LAW OF CONTRACT SUMMARY OF CASES 1.1 ELEMENTS OF VALID CONTRACT 1.1.1 OFFER (a) Specific Offer Only the addressee may accept the offer BOULTON VS JONES (1857) ● Fact : Defendant normally had some business deal with Brocklehurst. Defendant offered to buy some goods from him but on the day the order was sent, Brocklehurst had sold his company to the plaintiff. Plaintiff then accepted the offer by sending the goods without inform the business had changed hands. When defendant knew he refused to pay. ● Held : Defendant was not liable to pay for the goods. No contract between them which the offer was not addressed to him. (b) General Offer CARLILL V CARBOLIC SMOKE BALL & CO ● Fact : Carbolic Smoke ball Co Ltd advertised that they would offer 1000 pounds to anyone who still succumbed to influenza after using a certain remedy for a fixed period. The plaintiff duly used it, but, nevertheless, contracted influenza. The plaintiff then sued for the money. ● Held : The plaintiff was entitled to the 1000 pound as she had accepted the offer made by the world at large.

CASES - BUSINESS LAW 2 | Page The advertisement/reward of a unilateral contract was held to be an offer (not invitation to treat anymore) 1.1.2 CONDITION OF AN OFFER (a) Certain GUTHING V LYNN (1831) ● Fact: Lynn offered to buy a horse from Guthing on condition that if the horse brings luck to him, he will pay another £5 extra. ● Held: The offer was not final & incomplete. Therefore it was invalid. TAYLOR V LAIRD(1856) ● Fact: Taylor resigned form being the captain of a ship owned by Laird during a voyage. He then assisted to sail the ship back without the knowledge of Laird. Taylor claimed remuneration from Laird for sailing the ship home. ● Held: Taylor did not communicate to Laird his offer. Therefore Laird did not know about the offer and do not have the chance to accept or reject. Laird not liable to pay the remuneration to Taylor. 1.1.3 TERMINATION OF OFFER (a) Non acceptance within reasonable time/by lapse of time RAMSGATE VICTORIA HOTEL CO LTD V. MONTEFIORE ● Fact : The defendant, Mr Montefiore, wanted to purchase shares in the complainant’s hotel. He put in his offer to the complainant and paid a deposit to his bank account to buy them in June. This was for a certain price. He did not hear anything until six months

CASES - BUSINESS LAW 3 | Page later, when the offer was accepted and he received a letter of acceptance from the complainant. By this time, the value of shares had dropped and the defendant was no longer interested. Mr Montefiore had not withdrawn his offer, but he did not go through with the sale. ● Issues : The complainant brought an action for specific performance of the contract against the defendant. The issue was whether there was a contract between the parties after the acceptance of the original offer six months after it was made. ● Held : The court held that the Ramsgate Victoria Hotel’s action for specific performance was unsuccessful. The offer that the defendant had made back in June was no longer valid to form a contract. A reasonable period of time had passed and the offer had lapsed. The court stated that what would be classed as reasonable time for an offer to lapse would depend on the subject matter. In this case, it was decided that six months was the reasonable time before automatic expiration of the offer for shares. Yet, for other property, this would be decided by the court in the individual cases. (b) Revocation of an offer (before offeree posted letter of acceptance) BRYNE V.VAN TIENHOVEN (1880) ● Fact : V sent a letter to offer a sale of goods on 1st October; B received the letter on 11th October and accepted it immediately by post. On 8th October V revoked the offer. B accepted the revocation letter on 20th October ● Held :-The revocation was not effective until it was communicated to the offeree on 20th October.

CASES - BUSINESS LAW 4 | Page -The acceptance has been made on 11th October, there was a contract between the parties. -The fact that the letter of revocation had been posted or on its way is immaterial (ç) Rejection to an offer /counter offer HYDE V. WRENCH ● Fact: On June 6, W made an offer to H to sell his land with a price 1000 pounds. On 27 June H agreed to buy the land but at a lower price of 950 pounds. W has rejected it. However, on June 29. He expressed his agreement to buy the land at the original price of 1000 pounds. W refused to sell to H. ● Held: the court ruled that no valid contract existed here because when he expressed his agreement to buy the land at the price of 950 pounds, he was considered to have made a counter offer that cancelled the original offer 1.1.4 INVITATION TO TREAT (ITT) (a) Auction HARRIS V. NICKERSON ● Fact : An auctioneer advertised an auction in a newspaper. Harris saw the advertisement and travelled to the sale only to find that the items he was interested in bidding for had been withdrawn. ● Issue : Whether the advertisement to hold the auction was a declaration of intention to hold the sale or an offer that was accepted by attending. ● Held : The advertisement of the auction was not a guarantee that it would be held but simply a declaration of intention or an invitation to treat. There was, therefore, no contract.

CASES - BUSINESS LAW Exception : ITT become an offer if the advertisement is accompanied with another offer/promise/reward. Case: CARLILL V CARBOLIC SMOKE BALL & CO 5 | Page (c) Self service shop / Displaying of goods PHARMACEUTICAL SOCIETY OF GREAT BRITAIN V. BOOTS CASH CHEMIST. ● Fact : The defendant charged under the Pharmacy and Poisons Act 1933(UK) which provided that it was unlawful to sell certain poisons unless such sale was supervised by a registered pharmacist. The case depended on whether a sale had occurred in the self service shop. When a customer selected articles which he desired to purchase and placed them in a basket. Payment was to be made at the exit where a cashier was placed and in every case involving drugs, a pharmacist supervised the transaction and was authorized to prevent a sale. (b) Advertisement COELHO V THE PUBLIC SERVICE COMMISSION ● Fact : The plaintiff had applied for a position in response to the defendant’s advertisement in the newspaper. He was later accepted for the position but due to some dispute, the defendant terminated the plaintiff during probation period. The plaintiff then sued the defendant. ● Held :The court held that the termination during probation is invalid as the advertisement is considered an invitation to treat and the plaintiff’s application is considered an offer. The plaintiff won the case.

CASES - BUSINESS LAW 6 | Page ● Held : The court held that the display was only an invitation to treat. A proposal to buy was made when the customer placed the articles in the basket. In such a case, the contract of sale would only be made at the cashier’s desk. FISHER V BELL ● Fact : A flick knife was exhibited in a shop window with a price tag attached to it, the court had to determine whether this amounted to an invitation to treat or an offer for sale. If the presentation in the window was an offer for sale, the defendants had committed an offense under the Restriction of Offensive Weapons Act 1959 which prohibited the offering of flick knives for sale. The police sought a prosecution for the offense, but the court used the law of contract to determine the display as an invitation to treat and therefore not an offer for sale. The police officer (Fisher) sought an appeal. ● Held : The court held that in accordance with the general principles of contract law, the display of the knife was not an offer of sale but merely an invitation to treat, and as such the defendant had not offered the knife for sale within the meaning of the Act. Although it was acknowledged that in ordinary language a layman might consider the knife to be offered for sale, in legal terms its position in the window was inviting customers to offer to buy it. It is well established in contract law that the display of an item in a shop window is an invitation to potential customers to treat. The defendant was therefore not guilty of the offense with which he had been charged.

CASES - BUSINESS LAW 7 | Page 1.2 ACCEPTANCE 1.2.1 Acceptance by post Postal Rule : Acceptance is complete when the letter is posted. Even though it has not come to the actual knowledge/receive by the offeror. IGNATIUS V BELL ● Fact : The plaintiff sued for specific performance of an option agreement which purported to give him the option of purchasing the defendant’s rights over a piece of land. This option was to be exercised on or before the 20th day of August, 1912. The parties had contemplated the use of the post as a means of communication. The plaintiff sent a notice of acceptance by registered post in Klang on August 16th, 1912 but it was not delivered till the evening of August 25th because the defendant was away. The letter had reminded in the post office at Kuala Selangor until picked up by the defendant. ● Held : The option was duly exercised by the plaintiff when the letter was posted on August 16 Postal Rule : Offerer is not yet bound until offeror received the acceptance letter . HOLWELL SECURITIES LTD V HUGHES (1974) ● Fact : Defendant offered provides , “the said option shall be exercisable by notice in writing to the defendant…”The plaintiff then posted his acceptable letter to the defendant , but it never reached the defendant. Plaintiff claimed that there is already a valid acceptance.

CASES - BUSINESS LAW 8 | Page ● Held : Since the defendant provided in the offer that “the said…..”, it requires acceptance be communicated or notified to the offeror. Acceptance would only bind if it comes to the knowledge of offeror. By posting is not sufficient to bind the contract. 1.2.2 Acceptance subject to contract LOW KAR YIT & ORS V MOHD ISA ● Fact : M offers L to purchase a piece of land subject to a formal contract being drawn up and agreed upon by the parties. L signed but the M failed to sign the agreement. The L sued the M for breach of contract. ● Held : It was only an agreement to enter into another agreement which is not binding. 1.2.3 Revocation of acceptance DUNMORE V ALEXANDER ● Fact : The letter of acceptance and the letter of revoking the acceptance were received by the offeror simultaneously. ● Held : The acceptance had been effectively revoked by the offeree. Therefore, there was no contract. 1.3 CONSIDERATION Promise in return which has value. CURRIE V MISA ● Fact : Lizardi & Co. sold a number of bills of exchange to Mr. Misa, drawn from a banking firm owned by Mr. Currie, and were to be paid on the next day. However, Lizardi was in substantial debt to Mr. Currie’s bank and was being pressed for payment. A few days later, upon paying in the cheque, Mr. Misa learned of Lizardi’s

CASES - BUSINESS LAW 9 | Page stopped payments and outstanding debts, instructing his bankers not to honour the cheque. The question arose as to whether the cheque was payable, particularly as to whether the sale of an existing debt formed sufficient consideration for a negotiable security, so as to render the creditor to whom it was paid, Mr. Currie, a holder for the value of the cheque. ● Held : The court held that at the time of contracting consideration had passed between Misa and Lizardi. The fact that the bills were only available to draw upon in Cadiz on 25th February by which time Lizardi had been made bankrupt was not important. Whether there has been valid consideration must be evaluated at the time of contracting, future events cannot be taken into consideration. 1.3.1 Agreement without consideration - Exception 1 (natural love) RE TAN SOH SIM ● Fact : A woman on her death bed expressed her intention to leave all her properties to her four adopted children. When she died, her four adopted children want to claim her properties ● Held :It was held that the four adopted children cannot claim the properties because it was not written and there was no natural love and affection between the parties standing in near relation because the adopted children were adopted and did not have a natural relation (blood ties) to the woman.

CASES - BUSINESS LAW 10 | Page 1.3.2 Adequacy of consideration PHANG SWEE KIM V. BEH I HOCK ● Fact : The respondent agreed to sell to the appellant a land for RM500 although the land was worth much more. The respondent later refused to honour the promise deal with that the promise was enforceable. ● Held: The agreement was valid even though consideration is inadequate .. 1.3.3 From whom consideration should move. Consideration need not come from the promisee VENKATA CHINNAYA V. VERIKATARA MA ‘YA (1881) ● Fact : A sister agreed to pay an annuity of Rs653 to her brothers who provided no consideration for the promise. But on the same day their mother had given the sister some land, stipulating that she must pay the annuity to her brothers. The sister subsequently failed to pay the annuity and was sued by her brothers. ● Held : She was liable to pay the annuity. There was a good consideration for the promise even though it did not move from her brothers. 1.3.4 Waiver of consideration KERPA SINGH V. BARIAM SINGH (1966) ● Fact : The appellant obtained judgment against the respondent for about RM8560. In July 1963, the respondent’s son offered to pay RM4,000 as payment in full in order to discharge his father from liability and that if the appellant did not agree to the settlement, the money should be returned to him. The cheque was cashed and the

CASES - BUSINESS LAW 11 | Page money retained by the appellant’s solicitors. On 6 February 1964, the appellant took out a bankruptcy notice against the respondent. The court ordered that the bankruptcy notice taken out by the appellant creditor be set aside on the grounds that the judgment debt had been satisfied by the tender by a third party of a cheque for a smaller amount than the sum due as a payment in full, which cheque was accepted and cashed by the creditor. The appellant appealed on the grounds that on the facts there was no accord and satisfaction. ● Held : As the creditor had accepted the tender by cashing the cheque and retaining the money he must be taken to have agreed to discharge the debtor from any further liability. 1.4 INTENTION Social, Domestic & family Agreement BALFOUR V. BALFOUR (1919) ● Fact :The claimant and defendant were husband and wife. The defendant was usually resident in Ceylon, but while he was on leave in England his wife took ill. She therefore had to stay behind while he returned to Ceylon. The defendant promised to pay the claimant a sum of money each month in return for her agreeing to support herself in England without calling on him for more money. The couple subsequently divorced, and the claimant sued the defendant to enforce the maintenance agreement. She claimed that the agreement was a binding contract. ● Held :The Court of Appeal held in favour of the defendant. The parties’ domestic relationship strongly indicated that they did not intend their personal arrangements to be legally binding. As such, there was no contract.

CASES - BUSINESS LAW 12 | Page MERRITS V MERRITS (1970) ● Facts: Mr. Merritt and his wife jointly owned a house and then Mr. Merritt left to live with another woman. There was £180 left owing on the house which was jointly owned by the couple. The husband signed an agreement whereby he would pay the wife £40 per month to enable her to meet the mortgage payments and if she paid all the charges in connection with the mortgage until it was paid off, he would transfer his share of the house to her. When the mortgage was fully paid, she brought an action for a declaration that the house belonged to her. ● Held: The agreement was binding. The Court of Appeal distinguished the case of Balfour v Balfour on the grounds that the parties were separated. Where spouses have separated it is generally considered that they do intend to be bound by their agreements. The written agreement signed was further evidence of an intention to be bound. 1.5 CAPACITY Age of majority 1.5.1 Minor TAN HEE JUAN V. TEH BOON KEAT (1934) ● Fact : The plaintiff in this case was an infant. The infant executed transfers of land in favour of the defendant. The transfers were witnessed and registered. Later, the plaintiff applied to the court for an order to set aside the transfers and for incidental relief. ● The Court ruled that the transactions were void and ordered the restoration of the property to the minor.

CASES - BUSINESS LAW 13 | Page 1.5.2 Contract of necessaries NASH V INMAN ● Fact : The plaintiff was a tailor and he sued the defendant , an Oxford undergraduate student for monetary compensation of the price of 11 waistcoats which he had supplied to the student over 9 months. ● Held : The tailor had not shown that the waistcoats were necessary and so his action failed. SCARBOROUGH V STURZAKER (1905) ● Facts: Sturzaker, a minor, periodically rode his bike to work for a distance of about 15 km. He bought a new bike and traded in his old one as part payment before the delivery of the new one. He then attempted to avoid the contract. ● Held : The bike was a class of goods that could be classified as necessary. In this case, it was in fact a necessary 1.5.3 Contract of scholarship GOVERNMENT OF MALAYSIA V. GURCHARAN SINGH (1971) ● Fact : The Government sued the first defendant (the minor) and the second and third defendants (the sureties) for breach of contract. The amount of claim was RM11,500, being the sum spent by the Government for the minor's education. At the time when the contract was made, the first defendant was a minor. ● Held : The Court held that: The contract was void but since education was "necessaries", the minor was liable for the repayment of a reasonable sum spent on him. The amount ordered as payment to the Government was RM2,683 because the

CASES - BUSINESS LAW 14 | Page minor has served the Government for three years and ten months out of the contractual period of five years. ROBERT V GRAY ● Fact : The defendant in this case wished to become a professional billiards player and entered into an agreement with the claimant, a leading professional, to go on a joint tour. The claimant went to some trouble in order to organize the tour, but a dispute arose between the parties and the defendant refused to go. The claimant then sued for damages of £6,000. ● held : The contract was for the minor's benefit. Thus, the claimant could continue the action for damages for breach of contract. Damages of £1,500 were awarded. 1.6 CERTAINTY 1.6.1 Incompleteness MAY AND BUTCHER LTD V THE KING ● Fact : Government’s disposal’s board agreed to sell tents to May and Butcher Ltd who left £1,000 as a security deposit for their purchases. According to the written agreement between the disposals board and the company, the price for the tents, and the dates on which payment was to be made were to be agreed between the parties, as and when the tents became available. Soon, a new disposal’s board took over and refused to sell the tents as they considered themselves not bound by the contract. May and Butcher sued but were unsuccessful. ● Held : There was no agreement between the parties. A contract for the sale of the tents had never in fact been concluded. This was because a fundamental term of the

CASES - BUSINESS LAW 15 | Page agreement that was necessary for the sale to be completed had not been agreed. As such, there could not be a contract. The agreement between the claimants and defendant therefore was simply an agreement to agree, and not enforceable. Therefore, no agreement had been made. 1.6.2 Vagueness G SCAMMELL & NEPHEW V OUSTON (1941) ● Fact : Ouston agreed to purchase a new motor van from Scammell but stipulated that the purchase price should be set up on a hire-purchase basis over a period of two years, with some of the figure being part-paid by a van that Ouston already owned. Before the hire purchase terms had been agreed, Scammell refused to proceed with the sale and as a result of this, Ouston brought a claim for breaching the contract for the supply of the vehicle. Scammell claimed that the hire-purchase agreement had not been implemented and therefore neither party was bound, and the agreement was void on the basis of uncertainty. The trial judge awarded Ouston damages as it was believed that the contract had been wrongly repudiated. Scammell appealed to the Court of Appeal who dismissed his action. Scammell re-appealed the decision of the trial judge to the House of Lords. ● Held :The House of Lords held this was too vague for the contract to be enforced. There was no objective standard by which the court could know what price was intended or what a reasonable price might be. Viscount Simon LC, Viscount Maugham, Lord Russell and Lord Wright all gave speeches.

CASES - BUSINESS LAW 16 | Page 1.7 VOIDABLE CONTRACT 1.7.1 COERCION (threatening/unlawful detain of a person or property) KESARMAL S/O LETCHMAN DAS V . VALIAPPA CHETTIAR ● Fact : A transfer of property which was made under ‘the orders of the Sultan, issued in the ominous presence of 2 Japanese officers during the Japanese occupation of Malaysia. ● Held : The agreement is not valid. This is because the consent given was not free and therefore the transfer became voidable at the will of the party whose consent was so caused. 1.7.2 UNDER INFLUENCE INCHE NORIAH V SHAIK ALLIE ● Fact : Undue influence was convicted against a nephew by his elderly aunt. A deed gift had already been prepared by a solicitor and witnessed by another. The solicitor had confirmed that she understood it and agree to follow, but he had not briefed her enough about the situation that it was almost her entire property. ● Held :The gift failed for undue influence. The plaintiff 's relationship with the defendant at the moment the deed was executed, seemed helpful to increase the presumption of the defendant's influence over the plaintiff. The defendant must prove the gift was a voluntary act by the plaintiff, perform under conditions that cause her to develop an independent decision. The court was justified that the gift was the outcome of her free will. The defendant's evidence was incomplete to overcome the presumption of undue influence and the gift made to him by the plaintiff was dismissed.

CASES - BUSINESS LAW 17 | Page 1.7.3 FRAUD LETCHEMY ARUMUGAM V. ANNAMALAY (1982) ● Fact : The Defendant made a fraudulent misrepresentation to the Plaintiff and induced her to enter a sale & purchase agreement. The Defendant had fraudulently represented to the Plaintiff that the document she was required to sign was a loan that she had taken. In fact, it was a sale agreement of the land. ● Held : The court held that the agreement was voidable at the option of the plaintiff, and the agreement was therefore rescinded. INCHE NORIAH V SHAIK ALLIE BIN OMAR • Fact: Undue influence was alleged against a nephew over his elderly aunt. One solicitor had drafted the deed of gift, and another had witnessed it. The solicitor had established that she understood it and entered into it freely but had not asked enough to establish that it was almost her entire estate, and had not advised her that a better way to achieve the result would be by will. • Held: The gift failed for undue influence. Usually, a presumption of undue influence may be rebutted by showing that the transaction was entered into ‘after the nature and effect of the transaction had been fully explained to the donor by some independent qualified person.’ and: ‘It is necessary for the donee to prove that the gift was the result of a free exercise of independent will.’

CASES - BUSINESS LAW 18 | Page 1.7.4 MISTAKE RAFFLES V. WICHELHAUS ● Fact : Two parties agreed to a sale of a cargo of cotton arriving in London by a ship called The Peerless sailing from Bombay. ● Held : The court found that the contract of sale was void for mutual mistake. 1.7.5 MISREPRESENTATION TAN CHYE CHEW V EASTERN MINING METALS ● Fact : The respondent entered into two contracts with appellants. In the first contract, the first appellant assigned to the respondents the right to prospect certain mining land included in an approved application for prospecting permit. While the second contract is for the payment of commission for the second appellant's part in bringing the first contract. The respondent alleged that the second appellant had shown to the respondent’s geologist some land that was later discovered not to be included in the approval application. The trial judge found the first and second appellant to be guilty of fraud for deliberately showing the wrong area. The appellants appealed. ● Held : The contracts entered into between the respondent company and the appellants were not voidable because of misrepresentation. The respondent company had not on the evidence proved that the second appellant was the agent of the first appellant in negotiating the contract.

CASES - BUSINESS LAW 19 | Page 1.8 TERMS OF CONTRACT 1.8.1 Express terms and implied terms THE MOORCOCK (1889) • Facts: The defendant wharf owner contracted with the plaintiff, a ship owner, to unload cargo at the defendant's wharf. Both parties were aware that the ship would go aground if moored to the wharf at low tide, but neither party expected the ship to suffer any damage as a result. As expected, the ship grounded at low tide while still being unloaded but she was damaged by a hard ledge beneath the mud. Nothing had been written into the contract between the parties to show how the situation would be resolved if the ship was damaged. ● Issue: Whether it was reasonable to expect that the defendant's wharf would be safe for ships to dock even at low tide. ● Held: It was reasonable to expect that the defendant would take reasonable care to determine that the riverbed would be safe to accommodate the ship during unloading. Without such an implicit undertaking, ships would not use the dock PELLY v ROYAL EXCHANGE ASSURANCE [1757] ● Facts: Pelly had insured his ship and tackle during a voyage. On arrival, the tackle, according to the usage of shipmasters, was removed and put into a warehouse where it was accidently lost because of fire. The insurers claimed that as the loss had occurred on shore, it was not covered by them because it was not within the scope of the voyage.

CASES - BUSINESS LAW 20 | Page ● Issue: Whether the putting of the ship's tackle in a warehouse was such a normal practice that, if the parties had put their minds to it when making the contract, they would have included it as a term. ● Held: The insurer's claim was rejected on the basis that the placing of the ship's tackle in a warehouse was normal practice; that is, it was understood to be referred to in every policy 1.8.2 Conditions and warranties ASSOCIATED METAL SMELTERS LTD v THAM CHEOW TOH ● Facts: In this case, the plaintiffs claimed damages for breach of warranty of a metal melting furnace. The defendants had agreed to sell the furnace to the plaintiff and had given an undertaking that the melting furnace would have a temperature not lower than 2600°F. The furnace supplied by the defendants did not in fact reach the required temperature. ● Held: The failure on the part of the defendants to supply a furnace which would meet the required temperature, constituted a breach of the condition of the contract, entitling the plaintiffs to treat such breach as a breach of warranty. Judgment was given for the plaintiffs. 1.9 DISCHARGE OF CONTRACT 1.Performance Ilustration (a) & (b) To Sec 38 2.Breach 3.Agreement Ilustration (c) to Sec 63 4.Impossibility Sec 57: CUTTER V POWELL (1795)

CASES - BUSINESS LAW 21 | Page ● Fact : The defendant contracted with a sailor, promising to pay him thirty guineas to provide services as a second mate aboard a ship until it reached Liverpool. This was substantially more money than normal sailor contracts, which tended to pay a smaller sum per week of service. The sailor did his job but died before the ship reached Liverpool. The sailor’s estate sued for his wages under the contract, or in the alternative under the quantum meruit rule in restitution. ● Held : The Court stipulated that, where parties conclude an express contract, no terms can be implied into the contract. On the facts, the contract between the parties expressly provided that the payment was conditional upon the completion of the voyage and only payable after the ship’s arrival. TAYLOR V. CALDWELL ● Fact : A music hall was rented by the plaintiff from the defendant for a series of concerts. However the hall was accidently burnt down before the date of the concert ● Held : The contract was void due to frustration. KRELL V HENRY ● Fact :The defendant contracted with the claimant to use the claimant’s flat on June 26. This was the date when King Edward VII’s coronation procession was supposed to happen. The defendant intended to view the procession from the flat. The written contract did not expressly refer to the coronation procession, but both parties understood that the defendant only wanted the room to view it. The King fell ill, and the procession did not happen as a result.

CASES - BUSINESS LAW 22 | Page ● The claimant sued the defendant for the rest of the fee for the room. The defendant argued that he was not obliged to pay because it was no longer possible to use the room to view the coronation. ● Held : The Court of Appeal held that the contract was discharged. The objective circumstances made clear that the parties saw viewing the coronation procession as the foundation of the contract, and this had been rendered impossible. The defendant did not have to pay the fee. 1.10 REMEDIES FOR BREACH OF CONTRACT 1.10.1 Damages HADLEY V. BAXENDALE ● Facts: Plaintiff operated a mill, which they were forced to shut down when their steam engine broke. Then, the plaintiff makes a contract with the defendant to replace the broken engine. Due to the defendant's negligence, the delivery of the new engine was delayed. and the plaintiff had to suffer losses. ● Held: The court held that the defendant is liable for damages suffered by the plaintiff due to loss of profits. 1.10.2 Rescission of contract BERJAYA TIMES SQUARE SDN BHD V M CONCEPT SDN BHD ● Fact: The appellant is a property developer. It set out to develop a project originally called Berjaya Star City which is now known as Berjaya Times Square. The project is a massive venture. It has been completed. It comprises of various types of service outlets and offices. Parcels in the project were offered for sale to the public at large. The respondent is a private limited company. It wanted to purchase a commercial

CASES - BUSINESS LAW 23 | Page shop lot in the project. It entered into an agreement with the appellant to purchase such a lot. The agreement is dated 24 August 1995. Under its terms the appellant was to deliver the respondent’s lot to it on or before 23 November 1998. If the appellant delayed in making delivery, it had to pay liquidated damages to be calculated from day to day at the rate of 12% per annum of the purchase price. The agreement also made time of the essence. The appellant did not make delivery within the stipulated time. Several meetings were held between the parties to determine when delivery could be made. The appellant told the respondent that it would make delivery by the end of 2001. But that did not happen. After a very brief exchange of correspondence, the parties had another meeting on 1 October 2002 at which the appellant assured the respondent that the shop lot would be delivered by the end of 2002. That again did not materialise. In early March 2003, there was yet another exchange of correspondence. The respondent demanded the return of all sums in the hands of the appellant and the latter claimed that all it was liable to pay were the liquidated damages worked out according to the agreed formula. The respondent then commenced proceedings claiming, inter alia, a declaration that the agreement had been rescinded and for an order that the appellant refund the monies in its hands. There was also a claim for damages. The Federal Court denied the purchaser the right to rescind despite protracted delay in completion. ● Held: The court held that the defendant is liable for damages suffered by the plaintiff due to loss of profits.

CASES - BUSINESS LAW 24 | Page 1.10.3 Specific performance RYAN V MUTUAL TONTINE WESTMINSTER CHAMBERS ASSOCIATION ● Fact : This case involved a residential flat, in which the flats were leased to several tenants. The leases contained a covenant that agreed that the premises were let subject to the regulations made by the owners in relation to the resident porter. The regulations provided that the block should oversee a resident porter who would act as a servant to those in the blocks and was in constant attendance by himself or an assistant on a temporary basis. The owners appointed a cook to this role who employed others to perform his duties whilst he worked at a local restaurant. The owner brought an action on the basis that the lessee had breached the covenant in the agreement between the parties. The trial judge found that an injunction could be granted to prevent the further breach of the contract by the lessee. This decision was appealed. ● Held: Having considered the wording of the agreement between the parties and the facts, the court could not grant an injunction to prevent the cook from continuing the breach, or order specific performance for him to carry this out. On this basis, the court allowed the appeal from the lessee and reversed the earlier decision of the trial judge. 1.10.4 Quantum Meriut SUMPTER V HEDGES (1898) ● Fact : A builder contracted to build two houses and stables for the lump sum of £565. The builder only completed part of the work, after which he abandoned the contract. The completed works amounted to a value of £333. A summary judgment found that

CASES - BUSINESS LAW 25 | Page ANTON PILLER V MANUFACTURING PROCESSES LTD (1976) ● Fact : The appellant (Anton Piller KG) is a German manufacturer of frequency converters for computers. The respondents (Manufacturing Processes Ltd) and their two directors were the appellant’s agent in the United Kingdom. These agents are dealers who get the machines from the appellant and sell them to customers in England. ● Held : The Court of Appeal allowed the plaintiffs’ appeal and gave the following judgment. It granted the plaintiffs’ second request and held that there are exceptional circumstances when the confidential documents in the defendants’ possession are removed or destroyed. This would cause a very serious danger of actual or potential damage to a plaintiff. the builder abandoned the contract. The builder brought an action against the landowner for the full payment of the £333 for his partial performance of the contract. ● Held : The claimant's action failed. The court held that the defendant had no choice but to accept partial performance as he was left with a half-completed house on his land. 1.10.5 Injunction Neoh Siew Eng & Anor v Too Chee Kwang (1963) Held : where an injunction granted requiring the landlord to water supply open for his tenants. 1.10.6 Anton Piller Order

CASES - BUSINESS LAW 26 | Page ● As regards the Court’s jurisdiction, it held that it had jurisdiction to order defendants to allow the plaintiffs’ representatives to inspect and remove the confidential documents. In these exceptional circumstances, the Court of Appeal held that it is justified to make such order in response to the plaintiffs’ application.

CASES - BUSINESS LAW 27 | Page 2.0 LEGAL ASPECTS OF BUSINESS ENTITIES 2.1 Partnership RATNA AMMAL & ANOR V TAN CHOW SOO ● Fact : The contract was made between the parties for the purpose of selling milk. The respondent had obtained the registration of trademark in respect of the milk and other dairy products. ● Held : Partnership exist between them but from the agreement, the trademark will remain with the respondent 2.2 Share but not partners 2.2.1 Co-ownership DAVIS V. DAVIS ● Fact : A father left freehold business premises to his son. The sons carried on business & borrowed money by mortgaging the premises and used it to expand the workshop. ● Held : There was a partnership in the business, but not the premises 2.2.2 Sharing of gross returns COX V. COULSON ● Fact :The defendant was the manager of a theatre and agreed with a Mr. Mill to provide the theatre and pay for the lighting and for the playbills. He was to receive 60% of the gross takings, whilst Mr. Mill was to provide and pay for a theatrical company and provide the scenery and receive the remaining 40%. The plaintiff was injured by a shot fired by an actor during the performance of a play at the

CASES - BUSINESS LAW ● Facts: P lent money to H & Co which was controlled and owned by two persons P signed an agreement with H & Co which provided that P would be paid a salary and one-eighth of the profits and losses, and the agreement could be determined with four months' notice. P, who was a clerk, continued as such in H & Co after the agreement. ● Held : P was merely a servant and was not a partner 28 | Page theatre. She sought inter alia to make the defendant liable on the ground that he was a partner of Mr. Mill. ● Held: The defendant could not be made liable on this ground because he was not a partner by virtue of Section 2(2) of the Partnership Act 1890 that is the sharing of gross returns did not of itself create a partnership. 2.2.3 Sharing of profit Section (4) (c) (i) - payment by instalments COX V. HICKMAN ● Facts: A, a trader, was unable to pay his creditors. A came to an agreement with the trustees of his creditors whereby he assigned his property to them as well as allowed the trustees to have influence over the running of the business. This was to enable the trustees to be paid out of the profits. ● Held: This arrangement did not create a partnership. At best, the business was carried out on behalf of A Section (4) (c) (ii) - - joint tenancy/property, gross return & profit WALKER v HIRSCH (1884)

CASES - BUSINESS LAW ● ● ● ● ● ● Fact :A doctor sold his practice to a buyer on the agreement that he will continue on living at the place of business (a house) for another 3 months and introduce all his former patients to the buyer. All the income received, and expenses paid for those3 months will be shared out equally between them. Held: the vendor of the practice was not a partner of the purchaser as there was no intention to form a partnership. Fact : L and Y entered into an agreement by which it is provided that L should lend 500 pounds to Y in consideration for the payment to L of 3 pound per week out of the profits of the business. L was also to assist in the office and given some authority over the control of the firm's money. Held: Despite the extensive power given to L, he is a mere creditor and not a partner. Facts: A deceased partner, in his will, bequeathed his share of the profits in a firm to his wife. The widow’s share of the profits was not paid by the continuing partners and was in that year sur taxed by the Inland Revenue. Held: The widow was not a partner in the business and none of the assets of the firm belonged to her. Therefore, her share of profits should not have been surtaxed. 29 | Page Section (4) (c) (v) - sales of goodwill PRATT V STRICK Section (4) (c) (iii) - annuity to widow or child for deceased partners I.R.C V LEBUS’S TRUSTEES Section (4) (c) (iv) - loan given with a rate of interest varying with profits RE YOUNG

CASES - BUSINESS LAW ● ● Facts : The def was a partner in an architect firm, RSP of which the plf was an employee. The def later left the firm and set his own architect firm under the name CKS. The def requested the plf to resign from RSP and work with him at CKS. The plf alleged that in their agreement, he will be a partner who is entitled to 20% of the net profits. The def on the other hand claim that the plf was merely a salaried partner who was to receive 20 % of profit inclusive of salary and bonus. Held: The plf was only a "salaried partner" remunerated by a 20% of net profits inclusive of salary and bonus. 30 | Page CHUA KA SENG V BOONCHAI SOMPOLPONG 2.2.4 Liability of partners 2.2.4.1 Contractual liability KENDALL v. HAMILTON (1897) ● Facts: K had given a loan to X and Y, two partners in a trading firm. K took legal action to recover payment from X and Y, and the court ordered X and Y to pay the debt. X and Y subsequently went bankrupt and could not afford to pay. Later K realized that the defendant was an undisclosed partner of X and Y, and that he was solvent. K then began legal action against the defendant to recover payment. ● Held: Court held that as the partners are jointly liable, the earlier action would not allow another action from being taken as the court's orders towards X and Y had extinguished the firm's liability, even if the debt had not been paid.

CASES - BUSINESS LAW 31 | Page BAGEL v. MILLER (1903)2 KB 212 ● Facts: B supplied goods to a firm of which M was a partner. Some of the goods were ordered and delivered before M died, but others were delivered after his death. B brought an action to recover payment from M' executors ● Held: Court held that in respect of the goods delivered before M's death B could be paid but in respect of those delivered afterwards, he would not be able to get payment, as the liability to pay arise after M's death, when M was no longer a partner. 2.2.4.2 Misapplication RHODES V MOULES ● Fact : Rhodes wishes to obtain a loan, she mortgaged his property. He was told by Rew, a partner in the solicitor’s firm, that the mortgagees wanted additional security, and he handed him some share warrants. Rew misappropriated them, thus, Rhodes sued the firm in respect of the loss under the English equivalent. ● Held : The action succeeded as the warrants had been received by the firm in the ordinary course of the business. To make the firm liable for the acts of a partner, it is necessary that such a partner while receiving money or property from a third party acted within his apparent authority. If the act done is not permitted under such authority, the firm cannot be made liable for the same.

CASES - BUSINESS LAW 32 | Page 2.2.4.3 Criminal Liability CHUNG SHIN KIAN & ANOR V PP ● Fact : Officers from the Trade Description Department raided the accused’s tailor ● shop. At that time, there were 10 workers engaged in stitching materials into jeans and jackets. The premises were searched, and officers discovered various types of ‘Texwood’ labels and tags, and ‘Texwood’ jeans and jackets both finished and unfinished. During the raid, only the first accused was present in the shop. The second accused, a partner, was not present. The charge made against both the accused was that in the course of their business, they applied a false trade description name 'Texwood’ to 10 pieces of jackets and fifty-seven pairs of jeans. Both accused were convicted and sentenced for an offense under Section 5(1)(a) of the Trade Description Act 1972 ● Held : 1) The first accused’s appeal was dismissed. 2) The second accused’s appeal was allowed. There was no evidence showing that the second accused was implicated in the offense except that he was a partner of the shop 2.2.4.4 Duration of liability (a) Liability of new partner SUBRAMANIAM CHETTIAR V KADER MASTAN & CO ● Fact : ● Held : It was decided that mere abandonment and inactivity by a partner who has given up all hope of recovering his share does not affect his liability for the partnership debts.

CASES - BUSINESS LAW 33 | Page (b) Liability of retired partners MALAYAN BANKING BERHAD V LIM CHEE LENG & ANOR ● Facts: The respondents were partners of a firm called Berjasa Corporation. The appellants sued the respondents under a trust receipt which matured and became payable on 14 June 1975. Two of the respondents resigned from the firm on 16 August 1976. ● Held: The respondents incurred the debt on the trust receipt before their resignations or retirement and they could not escape liability by merely pleading resignation or retirement Siew inn Steamship.co (c )Liability of persons for holding out WILLIAM JACKS & CO. (MALAYA) LTD. V CHAN & YONG TRADING CO ● Fact : The plaintiffs claimed against the defendants the sum of $12,734.91 for goods sold and delivered by the plaintiffs to the defendants. The writ was served on Chan and Yong the partners of the defendant firm. Yong did not take any steps to defend but Chan denied the plaintiffs’ claim on the following grounds namely that: ○ (a) no firm by the name of Chan & Yong Trading Co ever existed and that if such a company did exist he was not a partner thereof ○ (b) he had not in any way represented or held himself out as partner of the said firm ○ (c) the goods bought from the plaintiffs were for the personal use of Yong who was a minor and that therefore the partners were not liable. ● Held : The court held that Chan had represented himself to be a partner in the firm by approaching a salesman of the plaintiffs to ask for credit facilities with the plaintiff

CASES - BUSINESS LAW 34 | Page company, by registering the partnership with the Registrar of Businesses, and by opening a banking account with the Bangkok Bank, using his own money in the name of Partnership. Each mode of representation was sufficient to fix him with liability as a partner of the firm. LAW V LAW ● Facts: a partner transferred part of his shares to another partner for £21,000. The partner who bought the shares knew that the partnership assets comprised securities and charges but concealed the facts from the partner's knowledge. ● Held: An order setting aside the transaction would have been made but for the fact that in this case, a settlement of the claim had been made and the partner had agreed to be bound by it. Therefore, on the facts, the transaction could not be set aside. ASS V. BENHAM ● Fact : a partner in a ship-brokerage firm assisted in the incorporation of a ship building company using information he obtained from the firm's business. He was then appointed a director in the said company and received a salary in consideration for the services he rendered. Other partners claimed for the benefit to be given to the firm ● Held : Other partners had no right to claim for the benefit since the ship building business was of different nature from the ship-brokerage business. 2.2.5 RIGHT AND DUTIES OF PARTNERS

CASES - BUSINESS LAW 35 | Page PATHIRANA V. ARIYA PATHIRANA ● Fact : a dispute arose between two partners who were the marketing agents for Caltex Ceylon company. The defendant gave three months e - notice to terminate the partnership. However, before the period of the notice ended, the defendant entered a new agency contract with Caltex under his own name. ● Held : The profit gained by the defendant from the agency contract belonged to the firm because the defendant had used the firm’s goodwill to obtain the new contract before the partnership was dissolved.

CASES - BUSINESS LAW 36 | Page 3.1 LAW OF AGENCY 3.1.1 (a) PRINCIPAL sec 135 -136 MEYER v. HOLLEYs ● Fact: Respondent Holleys, an interracial (different races) couple, tried to buy a house listed for sale by Triad, a real estate corporation. A Triad salesman is alleged to have prevented the Holleys from buying the house for racially discriminatory reasons. ● Held: The Act imposes liability without fault upon the employer in accordance with traditional agency principles, i.e., it normally imposes vicarious/indirect liability upon the corporation but not upon its officers or owners. 3.1.1 (b) AGENT sec 135 - 137 GREAT NORTHERN RAILWAY VS SWAFFIELD ● Fact: The defendant had put his horse on one of the plaintiff's trains and did not specify the exact address that was to receive the animal. When the plaintiff had delivered the horse, there was no one to collect it. So, the plaintiffs put the horse under the care of a stable keeper. When the plaintiff finally got hold of the horse, he was told that he was to pay a sum for its upkeep by the stable keeper. He refused. Ultimately, the railway company settled the debt and sued the defendant for the money it expended on paying for his horse. ● Held: The court held that the defendant was to pay the money to the Railway company. This was because there was a genuine necessity to keep the horse under a stable. This meant that there was an agency of necessity at play. 3.0 AGENCY

CASES - BUSINESS LAW 37 | Page 3.1.2 EXPLAIN FORMATION OF AGENCY BY WAY OF: (a) EXPRESS APPOINTMENT KGN JAYA SDN. BHD. V. PAN RELIANCE SDN. BHD. [1966] ● Fact: Agency arrangement need not be in writing. ● Held: The Court of Appeal held that the law does not require that an agency or sub agency agreement must be in writing. Furthermore, Part X of the Contracts Act 1950, which contains the relevant provisions on agency, does not contain any requirement that the appointment of an agent or subagent has to be in writing or be evidence inwriting. (b) IMPLIED APPOINTMENT CHAN YIN TEE V. WILLIAM JACK & CO. (MALAYA) 1964 ● Fact: Chan & Yong (minor) were partners in business. Chan told William Jack(third party) that Yong is his partner and has authority to act on his behalf. W.J supplied goods to Yong but no payment was made. W.J brought an action against Chan as a Principal of Yong. ● Held: Chan is responsible for Yong's act no matter if he is an adult or a minor. (c) RATIFICATION KEIGHLEY MAXSTED & CO V. DURRANT (1901) ● Fact: In the case of Keighley Maxsted & Co v Durant (1901), the appellants authorized Mr Roberts, a corn merchant, to buy wheat on a joint name for himself and them at a certain price. The agent, Mr Roberts, failed to buy wheat at the authorized price. Then he contacted the respondent, Mr Durant, purchased wheat from him in his own name

CASES - BUSINESS LAW 38 | Page and at a higher price than authorised. The agent used his own name and did not disclose at any time that he was acting for a principal. ● Held: The House of Lords unanimously allowed Keighley Maxsted & Co’s appeal and upheld the decision of the judge at first instance. The House of Lords found that the ratification of the contract was not possible in the circumstances of the present case. The contract was made without the authority of the appellants, Keighley Maxsted & Co. Therefore, the appellants, the undisclosed principals, were not bound by a contract made by Mr Roberts.

CASES - BUSINESS LAW 39 | Page (d) NECESSITY GREAT NORTHERN RAILWAY V. SWAFFIELD (1874) ● Fact: The defendant had put his horse on one of the plaintiff's trains without specifying the exact address to where the animal was to be transported. There was no one to collect the horse when the plaintiff delivered it. Then, the plaintiffs entrusted the horse to the care of a stable keeper. When the plaintiff finally obtained possession of the horse, the stable keeper informed him that he would have to pay a fee for its upkeep. He flatly refused. Later, the railway company paid the debt and sued the defendant for the money spent on his horse. ● Held: The court held that the defendant was to pay the money to the Railway Company. There was a necessity agency since the plaintiff was determined to have had no choice but to provide for the horse's proper care. MISS GRAY V CATHCARD Fact : The wife has bought clothes worth 215 pound sterling. The husband refused to pay. The shopkeeper demanded the price of the clothes from the husband. The husband has proved that he has given an allowance of 960 pounds a year to his wife. Court Held : The husband is not liable for the debt of his wife. (e) ESTOPPEL FREEMAN & LOCKYER V BUCKHURST PARK PROPERTIES LTD ● Fact: There were 4 directors, one of them contracted on behalf of the company with T(3rd party) without any authority. Other director knew about the contract but did not inform T that A had no authority to act on behalf of the company.

CASES - BUSINESS LAW 40 | Page ● Held: the company is estopped from denying that A is the company’s agent & had authority on behalf of the company.

CASES - BUSINESS LAW 41 | Page 3.2 TYPES OF AGENCY 3.2.1 AGENT BY FUNCTION (a) FACTOR BARRING V CORRIE (1818) ● Fact: Factor as a person to whom goods are consigned for sale by a merchant residing abroad or at a distance away from the place of sale and who normally sells in his own name without disclosing that of his principal. ● Held: General lien of the factors extends to all its lawful claims against the principal as a factor, whether for advances, of remuneration, or for losses or liabilities incurred in the course of his employment in respect of which he is entitled to be indemnified. (b) COMMISSION AGENT TURPIN V BILTON (1843) ● Fact: The principal has given the agent instruction to obtain insurance for the principal’s vessel. The agent, on the other hand, failed in this endeavour. As a result of the vessel’s loss, the principal is responsible for a portion of the loss. ● Held: The agent is accountable for failure to perform his or her duties because he disobeyed the principal’s orders. The agent is accountable for the loss. KEPPEL V WHEELER (1927) ● Fact: Having found a buyer subject to contract, the agent passed on another offer, not to the vendor, but to the buyer. On the facts it was found that the agent honestly believed he had discharged his duties to the vendor by finding a buyer subject to contract, so commission was due.

• Click here - to use the wp menu builder

• Click here - to select or create a menu

Business Law Chapter 1 at Politeknik: Essential Principles and Concepts

Top 10 legal questions about business law chapter 1 politeknik.

Discovering the Fascinating World of Business Law Chapter 1 at Politeknik

As a student of business law at Politeknik, you are about to embark on a thrilling journey that will open your eyes to the intricate and captivating world of legal principles and their application in the business domain. Chapter 1 of the business law curriculum holds a special place, as it lays down the foundation for your understanding of the legal framework that governs the business world.

Key Concepts Business Law

Business law encompasses a wide range of topics, including contract law, corporate law, intellectual property law, and much more. In Chapter 1, you will delve into the fundamental principles that underpin the legal framework within which businesses operate. Some key concepts explore include:

Real-World Application

Business law theoretical concepts – real-world implications observed everyday business operations. Let`s take a look at a case study that illustrates the importance of understanding legal principles in the business world.

Case Study: XYZ v. ABC

In this case, XYZ, a software company, entered into a contract with ABC, a marketing agency, for the promotion of its new product. However, ABC failed to deliver the agreed-upon services within the specified timeframe, resulting in financial losses for XYZ. Result, XYZ sued ABC breach contract. The court ruled in favor of XYZ, holding ABC liable for the breach and ordering them to pay damages.

Your Journey of Discovery

As you begin your study of business law Chapter 1 at Politeknik, embrace the opportunity to explore the complexities and nuances of the legal framework that shapes the business landscape. By immersing yourself in the subject matter and seeking to understand its practical relevance, you will lay a strong foundation for a successful career in the business world.

Remember, the knowledge you gain from Chapter 1 will serve as a springboard for your future studies and endeavors in the field of business law. Stay curious, stay engaged, and let the world of business law unfold before you in all its fascinating glory.

Professional Legal Contract

This contract is entered into on this ___ day of ___, 20__, by and between the undersigned parties

WHEREAS, Party A and Party B wish to enter into a legal contract regarding the business law chapter 1 at Politeknik;

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Parties agree as follows:

• [Insert Definition]
• Obligations. Party A Party B agree abide laws, regulations, policies set forth business law Politeknik.
• Term. This contract shall commence date first above written shall continue completion business law Politeknik.
• Governing Law. This contract shall governed construed accordance laws [Insert Jurisdiction].
• Dispute Resolution. Disputes arising contract shall resolved through arbitration accordance rules [Insert Arbitration Organization].

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first above written.

Artículos relacionados Más del autor

Understanding fit and proper person in law: requirements and implications, ffg grant agreement: understanding the legal terms and conditions, understanding equivalency agreement bc: a guide for legal compliance, más popular, top audio legal books | expert legal audio content, dtaa agreement with usa: comprehensive guide for legal compliance, understanding az roc requirements: legal guidelines for contractors, employment law: morgan & morgan legal representation.

Newly Launched - AI Presentation Maker

AI PPT Maker

Powerpoint Templates

Icon Bundle

Kpi Dashboard

Professional

Business Plans

Swot Analysis

Gantt Chart

Business Proposal

Marketing Plan

Project Management

Business Case

Business Model

• Cyber Security

Business PPT

Digital Marketing

Digital Transformation

Human Resources

Product Management

Artificial Intelligence

Company Profile

Acknowledgement PPT

PPT Presentation

Reports Brochures

One Page Pitch

Interview PPT

All Categories

Top 10 Business Law Case Study PowerPoint Presentation Templates in 2024

Introducing our Business Law Case Study PowerPoint presentation, a fully editable and customizable resource designed to enhance your understanding of complex legal principles in the business environment. This comprehensive presentation features a range of real-world case studies that illustrate key concepts in business law, including contract disputes, corporate governance, intellectual property rights, and compliance issues. Each slide is thoughtfully crafted with clear visuals, engaging content, and relevant legal frameworks, making it easy for you to tailor the material to your specific audience.Use cases for the Business Law Case Study presentation are vast and varied. It is ideal for law students seeking to deepen their knowledge through practical examples, educators looking to enrich their curriculum, or business professionals aiming to navigate legal challenges effectively. Additionally, it serves as an excellent tool for corporate training sessions, workshops, and seminars, allowing participants to engage in meaningful discussions about legal strategies and implications. Whether you are preparing for a presentation, conducting a training session, or simply enhancing your own understanding of business law, this PowerPoint is an invaluable asset that brings clarity and insight to complex legal scenarios.

Law Firm Case Study Ppt Summary Example

This slide highlights the case study of law firm company which showcases challenge insurance company reject accidental coverage, solution lodge compliant in grievance cell and results collect full insurance limits. Increase audience engagement and knowledge by dispensing information using Law Firm Case Study Ppt Summary Example. This template helps you present information on three stages. You can also present information on Planned Depositions, Insurance Company, Insurance Policy using this PPT design. This layout is completely editable so personaize it now to meet your audiences expectations.

This slide highlights the case study of law firm company which showcases challenge insurance company reject accidental coverage, solution lodge compliant in grievance cell and results collect full insurance limits.

• Planned Depositions
• Insurance Company
• Insurance Policy

Debt Recovery Process Abc Recruitment Firm Debt Recovery Case Study

This slide shows detailed case study of recruitment firm who was having debt amount to be recovered. It include case background, issue details and solution, etc. Introducing Debt Recovery Process Abc Recruitment Firm Debt Recovery Case Study to increase your presentation threshold. Encompassed with three stages, this template is a great option to educate and entice your audience. Dispence information on Legal Practices, Filing Vacant Positions, Customer And Some Disputed, Acknowledgement Of Firm, using this template. Grab it now to reap its full benefits.

This slide shows detailed case study of recruitment firm who was having debt amount to be recovered. It include case background, issue details and solution, etc.

• Legal Practices
• Filing Vacant Positions
• Customer And Some Disputed
• Acknowledgement Of Firm

Corporate Ethics Governance Case Study Icon

Introducing our Corporate Ethics Governance Case Study Icon set of slides. The topics discussed in these slides are Corporate Ethics Governance, Case Study Icon. This is an immediately available PowerPoint presentation that can be conveniently customized. Download it and convince your audience.

Our Corporate Ethics Governance Case Study Icon are topically designed to provide an attractive backdrop to any subject. Use them to look like a presentation pro.

• Corporate Ethics Governance
• Case Study Icon

Casio Customer Relationship Management Case Study Stakeholders Relationship Administration

Following slide showcases customer relationship management case study which helped organisation to improve business profitability. It includes key elements such as company overview, objectives, strategies and results. Introducing Casio Customer Relationship Management Case Study Stakeholders Relationship Administration to increase your presentation threshold. Encompassed with three stages, this template is a great option to educate and entice your audience. Dispence information on Objectives, Strategies, Results, using this template. Grab it now to reap its full benefits.

Following slide showcases customer relationship management case study which helped organisation to improve business profitability. It includes key elements such as company overview, objectives, strategies and results.

Corporate Ethics Case Study On Workers Welfare

This slide illustrate case study on ongoing privatization of public services due to lack of commitment by government on critical issues. It includes elements such as challenges, solutions and stakeholders involvements. Introducing our premium set of slides with name Corporate Ethics Case Study On Workers Welfare. Ellicudate the three stages and present information using this PPT slide. This is a completely adaptable PowerPoint template design that can be used to interpret topics like Challenges, Solutions, Stakeholders Involved, Workers Welfare. So download instantly and tailor it with your information.

This slide illustrate case study on ongoing privatization of public services due to lack of commitment by government on critical issues. It includes elements such as challenges, solutions and stakeholders involvements.

• Stakeholders Involved
• Workers Welfare

Case Study For Encryption Framework Upgradation Proposal

This slide showcases the case study for encryption framework upgradation in a government organization. It includes the problems experienced by the department, solutions offered by the encryption service provider company, and the outcomes of the upgradation. Increase audience engagement and knowledge by dispensing information using Case Study For Encryption Framework Upgradation Proposal. This template helps you present information on three stages. You can also present information on Encryption Framework, Government Organization, Encryption Service, Fine Tuning Network using this PPT design. This layout is completely editable so personaize it now to meet your audiences expectations.

This slide showcases the case study for encryption framework upgradation in a government organization. It includes the problems experienced by the department, solutions offered by the encryption service provider company, and the outcomes of the upgradation.

• Encryption Framework
• Government Organization
• Encryption Service
• Fine Tuning Network

Law Firm Corporate Case Study International Law Firm Company Profile

This slide highlights the case study of law firm company which showcases challenge XYZ group files case for data breach, solution formed committee and proper investigation with IT experts. Increase audience engagement and knowledge by dispensing information using Law Firm Corporate Case Study International Law Firm Company Profile. This template helps you present information on two stages. You can also present information on Solution, Challenge, Management using this PPT design. This layout is completely editable so personaize it now to meet your audiences expectations.

This slide highlights the case study of law firm company which showcases challenge XYZ group files case for data breach, solution formed committee and proper investigation with IT experts.

Law Firm Corporate Case Study Law Associates Company Profile

This slide highlights the case study of law firm company which showcases challenge XYZ group files case for data breach, solution formed committee and proper investigation with IT experts. Increase audience engagement and knowledge by dispensing information using Law Firm Corporate Case Study Law Associates Company Profile. This template helps you present information on three stages. You can also present information on Challenge, Solution, Results using this PPT design. This layout is completely editable so personaize it now to meet your audiences expectations.

Case Study Transforming Cost Revenue Optimization As Critical Business Strategy

This slide provides information regarding case study showcasing successful transformation of cost effective procedure for process development. The case study includes goal, challenge, approach deployed by firm, and result of the initiative. Increase audience engagement and knowledge by dispensing information using Case Study Transforming Cost Revenue Optimization As Critical Business Strategy. This template helps you present information on seven stages. You can also present information on Governance, Visibility, Agile Methodology using this PPT design. This layout is completely editable so personaize it now to meet your audiences expectations.

This slide provides information regarding case study showcasing successful transformation of cost effective procedure for process development. The case study includes goal, challenge, approach deployed by firm, and result of the initiative.

• Agile Methodology

Law Firm Corporate Case Study Ppt Ideas Topics

This slide highlights the case study of law firm company which showcases challenge XYZ group files case for data breach, solution formed committee and proper investigation with IT experts. Deliver an outstanding presentation on the topic using this Law Firm Corporate Case Study Ppt Ideas Topics. Dispense information and present a thorough explanation of Cyber Security, Data Protection, Management using the slides given. This template can be altered and personalized to fit your needs. It is also available for immediate download. So grab it now.

• Data Protection

The Malaysian Lawyer

Latest updates on malaysian law, top 5 company law cases in malaysia for 2020.

This article kickstarts the series of the Top 5 cases for the year 2020. This follows last year’s Top 5 Company Law Cases in Malaysia for 2019 , restructuring and insolvency cases , and arbitration cases . This year’s series will cover five areas: company law, tax, construction, restructuring and insolvency, and arbitration cases in Malaysia.

We start with this year’s top company law cases in Malaysia. I will do things a bit differently as there were a number of interesting company law decisions. So I group the cases (which are more than five) into five areas of company law issues.

#1: Rozilawati – High Court Decision on Notice of Board Meeting

(Rozilawati binti Haji Basir v Nationwide Express Holdings Berhad & Ors [2020] MLJU 1198. HC with the grounds of judgment dated 18 August 2020 )

Judge : Ong Chee Kwan JC

Why is the case important?

The full case update is here . This case establishes two important points.

First, the High Court clarified that there was no legal requirement for a board meeting notice to contain the matters or particulars of the business to be transacted at the meeting. Such requirement was, at most, best practice. This is unless expressly required in the relevant company’s constitution.

Second, it is not necessary for a deliberation or a formal voting process in relation to the subject matter in question before a resolution relating to the said matter can be validly passed.

However, do consider the impact of having the Third Schedule of the Companies Act 2016 (CA 2016) apply to your company. Paragraph 4 of the Third Schedule will require the notice to contain “ the matters to be discussed .”

#2: Bank of Nova Scotia – First Time Court Decides on a Debenture Holder Bringing Oppression

(The Bank of Nova Scotia Berhad and another v Lion DRI Sdn Bhd and others [2020] MLJU 1987, HC with grounds of judgment dated 26 October 2020 )

Judge: Ong Chee Kwan JC

This is the first known decision to interpret the term “ debenture holder ” in the context of the oppression provision in section 346 of the CA 2016. This term was also present in the previous section 181 of the Companies Act 1965.

It was always unusual that an oppression provision relating to shareholder remedies included a reference to “ debenture holder “. Only Malaysia, Singapore and Ghana has this reference. So this is the first decision in these jurisdictions on a debenture holder bringing an oppression action.

This decision made two points.

First, the interpretation of the term debenture and debenture holder for the purposes of section 346 of the CA 2016. The term ‘debenture’ in this context refers to debt or financial instruments issued for fundraising or arising from instruments effected in the money market. It did not mean a debenture being a form of charge over assets in respect of commercial loans. The latter interpretation would open the flood gates to permit creditors of the company to file oppression acts.

Second, a debenture holder within section 346 must be a member of a class of debenture holders. This is just as the section applies to protect a person who is a member of a class of shareholders. It does not include a person who is a sole debenture holder.

This decision is presently on appeal.

#3: Golden Plus Cases – Court of Appeal and High Court Decisions on Removal of Directors

(Golden Plus Holdings Berhad v Teo Sung Giap with Court of Appeal grounds of judgment dated 20 July 2020 )

Judges:  Suraya Othman JCA, Vazeer Alam Mydin Meera JCA, and S. Nantha Balan JCA

(Golden Plus Holdings Berhad v Teo Kim Hui and others [2020] MLJU 1049, HC with grounds of judgment dated 10 April 2020 )

Judge:  Ahmad Fairuz bin Zainol Abidin J

(Low Thiam Hoe and another v Sri Serdang Sdn Bhd & Ors [2020] 4 CLJ 618, HC with grounds of judgment dated 14 January 2020 )

Judge:  Darryl Goon J

Why are the cases important?

A series of three cases from the various litigation relating to the Golden Plus Holdings Berhad group of companies. These cases fleshed out important issues relating to removal of directors and holding of general meetings.

In the first case , the Court of Appeal emphasised the distinction between decisions made at the holding company level and at the subsidiaries level. The board of directors at the holding company passed a board resolution to remove an individual who had been appointed as legal representative and corporate representative at the holding company’s subsidiaries.

Hence, the legal issue was whether the holding company (through the holding company’s Board) could terminate the individual’s position in those subsidiaries without the Board of those subsidiaries doing so. It was argued that this could be validly done provided that the holding company showed that as the ultimate shareholder of the subsidiaries, its decisions would have been subsequently ratified.

Both the High Court and the Court of Appeal essentially held that the Board of the holding company could not act in that way. The holding company could not, by remote control, try to carry out acts that only the subsidiaries could do.

In the second case , the High Court interpreted section 310(b) of the CA 2016. Section 310(b) is unique to the CA 2016. The section allows a meeting of members to be convened by “ any member holding at least ten per centum of the issued share capital of the company .. .”

Would “ any member ” mean an aggregate of members holding at least the 10% of shares? Or did it mean that only a single member holding at least the 10% of shares? This was important since it was an aggregate of members that convened the general meeting to remove the directors.

The High Court held that “ any member ” could be both the singular and the plural. Hence, an aggregate of members holding at least the 10% of shares could convene the general meeting.

In  third case , the High Court interpreted the removal of a director and whether section 206 of the CA 2016 would always apply. I have written a case update on this decision before.

The section 206 mechanism sets out a few parts. In relation to a private company being the case at hand, subject to the constitution, a private company director may be removed by ordinary resolution. Next, special notice is required of a resolution to remove a director “ under this section “ . Therefore, the special notice requirement is only needed if the removal of the director was made under the section 206 mechanism.

But in this case, the removal of the director was made under the specific procedure and requirements spelled out in the subsidiaries’ constitution. The constitution merely required a removal by either special resolution or ordinary resolution. There was no constitution requirement of special notice. Thus, it was a proper removal under the constitution and it was not a removal of a director under section 206.

#4: Dato’ Gue See Sew and ISM – High Court Explains Shareholders’ Agreements and Oppression

(Dato’ Gue See Sew and others v Heng Tang Hai and others [2020] MLJU 46, HC with grounds of judgment dated 2 January 2020 ).

Judge:  Ong Chee Kwan JC

(ISM Sendirian Berhad v Queensway Nominees (Asing) Sdn Bhd and others [2020] MLJU 388; [2020] 1 LNS 322, HC)

Judge:  Azizul Azmi Adnan J

Both these cases assist in clarifying that disputes among shareholders under a shareholders’ agreement can still fall within the oppression relief under section 346 of the CA 2016. This distinguishes the Federal Court decision in  Jet-Tech .

The High Court decided that breaches were not mere breaches of shareholders’ rights simpliciter  as contained in the shareholders’ agreement. The breaches were in relation to the manner in which the affairs of the company were being conducted or how the powers of the directors are being exercised. Where the contended breach relates solely to matters between the shareholders inter see, that claim for breach must be pursued in contract and not under oppression.

However, even where the matter pertains to the affairs of the company, that does not mean the Court will permit an oppression action. Where the shareholders’ agreement provides for an alternative remedy, the Court would unlikely make a finding of oppression. It is only if the contractually alternative remedy is not adequate or appropriate that the Court will permit an oppression action.

#5: Yee Teck Fah – High Court Decides Company Secretary Owes A Duty of Care to Intended Transferee of Shares

(Yee Teck Fah and another v Wong Ngiap Lim and another with grounds of judgment dated 30 November 2020 ).

This is a rare case determining the duties of a company secretary, who those duties are owed to, and whether there was a breach.

Here, the company secretary was instructed to adjudicate, stamp and register the transfer of shares from the registered shareholder to the beneficial owners. Midway through the adjudication process, the registered shareholder instructed the company secretary to stop the transfer. There was a dispute as to the ownership of shares.

The beneficial shareholders, being the intended transferees of the shares, brought a claim against the company secretary.

First, the court held that there was no claim based on contract. The company secretary  did not have a contractual relationship with the intended transferees of the shares.

Second, the company secretary did owe a duty of care to these intended transferees to properly carry out the instructions to adjudicate, transfer and register the shares. The company secretary was expected to take into account the intended transferees’ interests in the shares.

Third however, there was no breach of this duty of care. There was no evidence that the company secretary acted negligently. Nothing to suggest that the company secretary had not exercised the skill and care expected of him.

This case is significant in establishing that a company secretary can owe such a duty of care to third parties, such as the intended transferee of shares. It is important that the company secretary exercises proper skill and care when carrying out the share transfer process.

Read the rest of the series:

• Top 5 Tax Cases in Malaysia for 2020
• Top 5 Construction Cases in Malaysia for 2020
• Top 5 Restructuring and Insolvency Cases in Malaysia for 2020
• Top 5 Arbitration Cases in Malaysia for 2020

Share this:

One thought on “ top 5 company law cases in malaysia for 2020 ”.

What were the top 5 company law cases in Malaysia for 2020?

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

Notify me of follow-up comments by email.

Notify me of new posts by email.

• 30A Halifax St, Adelaide SA 5000
• [email protected]

Case Study,

Lease Agreement Advisory Services for a Commercial Business

Lease Agreements are often confusing, lengthy and complex. Sometimes, deliberately so. Often multiple pages of jumble that a business owner simply signs without turning their mind to the consequences. It is dangerous to sign a document you do not understand. It can cause you to become trapped in a contract that can have profound legal and financial consequences.

Our client, an emerging retail commercial business operating interstate, sought our assistance when expanding nationally. We reviewed and advised on a lease agreement in South Australia. This legal step is critical before committing to a new lease agreement. If the client entered into this agreement without full and proper advice, they could stall or impact their business success. Careful review of the legal documents and straightforward legal guidance is important to help reduce risks. We ensure all terms and conditions are brought to the attention of the business owner and that the terms and conditions are fair and lawful. Often, such terms are not fair, nor lawful, and you need to know. When you are fully aware that terms are unfair or unlawful, then you will have an opportunity to negotiate more favourable terms.

Signing a lease without advice is not worth the risk. A small investment today can help reduce risk of financial loss, or potential insolvency in the future. Our fees start from as little as $750 and can save you time, stress, money and provide security for your business growth into the future.

Service Provided for our Client

We provided a comprehensive legal advisory service, including:

• Review of the complex Lease Agreement: We conducted a thorough review of the draft lease agreement provided by the landlord’s solicitor. This draft included details such as the base rent, additional rent, outgoings, maintenance responsibilities, and other critical terms. Key documents reviewed included the Retail and Commercial Leasing Guide and the Draft Lease – Commercial.
• Legal Recommendations: Detailed legal advice was given concerning the terms, conditions, and obligations outlined in the agreement, including responsibilities for maintenance and repairs, the inclusion of specific terms related to the permitted use of the premises, and the potential financial implications for the client.
• Financial Obligations: We highlighted the importance of understanding all financial obligations under the lease. This involved going over each category of outgoings and any additional costs that may arise, ensuring the client was fully aware of potential financial commitments.
• Clarity of Terms: We ensured the lease terms were clear and comprehensible, addressing sections that were ambiguous or potentially disadvantageous to our client. This included advising on the need for certain representations and commitments to be clearly outlined in the lease.

Critical Findings and Advice

• Clarity of the Lease: The reviewed lease agreement was clear in stating the responsibilities and obligations of both the landlord and the tenant. However, some ambiguous terms required further clarification to avoid potential disputes in the future. The outgoings were ambiguous or vague as were the terms of end of lease. There were provisions at the end of the lease that our client had not understood that would have cost them tens of thousands.
• Unclear terms leading to potential disputes over responsibilities and financial obligations.
• Undisclosed costs or additional financial burdens not immediately apparent to the lessee.
• Legal consequences of non-compliance or breach of lease terms without a full understanding of the implications.

Case Outcome

Following our detailed review and recommendations, our client was able to negotiate more favourable terms with the landlord. Critical representations and commitments were clearly incorporated into the final lease agreement, safeguarding the client’s interests and ensuring a fair and balanced contractual relationship.

How we can help your Business

For businesses entering into lease agreements, especially those in the retail and commercial sectors, it is important to seek professional legal advice. The complexity of lease agreements demands comprehensive understanding and clarity to avoid costly disputes and unforeseen liabilities. Ensure your lease terms are fair, clear, and legally sound by consulting with our legal professionals before making any commitments.

For professional assistance with your lease agreements, contact our experienced lawyers at Adelaide Legal Solutions. We are dedicated to providing thorough and reliable legal services to ensure your business interests are protected. Email your enquiry today [email protected] or call us on 08 8312 6440.

Just one more step to get a free copy of ‘ Your Separation Guide ‘ by Adelaide Legal Solutions in your inbox!

Email address

• Work & Careers
• Life & Arts
• Currently reading: Business of law: best examples in legal work
• Craig Wright said he invented bitcoin — lawyers proved him wrong
• Practitioners: appliance of science adds winning edge to practice
• Intrapreneurs: forcing the pace of change
• In-house legal teams start to see AI gains
• Practice of law: best examples in legal work
• In-house lawyers: best examples in legal work

Business of law: best examples in legal work

• Business of law: best examples in legal work on x (opens in a new window)
• Business of law: best examples in legal work on facebook (opens in a new window)
• Business of law: best examples in legal work on linkedin (opens in a new window)
• Business of law: best examples in legal work on whatsapp (opens in a new window)

Roula Khalaf, Editor of the FT, selects her favourite stories in this weekly newsletter.

The nine sets of case studies featured here showcase how law firms are innovating as businesses in Europe. They highlight law firms that are changing how they manage their people and how they are reinventing services and delivery models.

All the case studies were researched, compiled and ranked by RSGI. “Winner” indicates that the organisation won an FT Innovative Lawyers Europe award for 2024 .

Read the other FT Innovative Lawyers Europe ‘Best practice case studies’, which showcase the standout innovations made for and by people working in the legal sector:

Practice of law In-house

Law firm strategy

Paul, Weiss, Rifkind, Wharton & Garrison: Winner

Originality: 8; Leadership: 9; Impact: 9; Total: 26 From August last year to April this year, the top-tier US firm expanded its presence in London by hiring 130 new lawyers, including approximately 20 partners from rival firms. With a particular focus on rapidly building a private equity practice in London, the firm hired 14 specialist partners from international law firm Kirkland & Ellis.

A&O Shearman O: 8; L: 9; I: 8; Total: 25 In February 2023, the firm launched its artificial intelligence working group for clients, who pay a membership fee in exchange for quick responses to AI-related queries and syndicated advice. The move adds to the range of the firm’s services in this area.

Pogust Goodhead O: 7; L: 9; I: 9; Total: 25 The mass claims firm, founded in 2018, now has operations in four countries, including Brazil, and employs more than 600 people. The London firm has attracted about $1bn in litigation loans, including $552.5mn from US investor Gramercy last October.

In March 2024, it launched a £3bn action, alongside Dutch firm Lemstra Van der Korst, on behalf of around 77,000 claimants affected by the 2015 Mariana Dam disaster. It will come to court next month and adds to related action already taken in London.

Highly commended

Freshfields Bruckhaus Deringer O: 7; L: 8; I: 8; Total: 23 As part of its US-focused growth strategy, the “magic circle” firm has invested in expanding its Silicon Valley mergers and acquisitions practice group. In 2024, it brought in a new chief digital innovation officer, also based on the US West Coast.

Gómez-Acebo & Pombo O: 6; L: 8; I: 7; Total: 21 In 2022, newly appointed managing partner Iñigo Erlaiz Cotelo launched a new growth strategy for the Spanish firm. A three-year target to achieve a 20 per cent increase in revenue was met within two years, when net turnover hit €93mn in 2023.

Gide Loyrette Nouel O: 6; L: 6; I: 7; Total: 19 The French firm entered an official partnership with patent specialist firm Regimbeau last year, to coincide with the European Commission’s creation of the Unified Patent Court. The two firms now provide clients with a single service, offering Gide Loyrette Nouel’s legal expertise and Regimbeau’s technical knowhow. The partnership has gained several conglomerates as clients.

Candey O: 6; L: 8; I: 5; Total: 19 The UK-headquartered disputes firm was licensed In March 2024 to practise in the British Virgin Islands, in addition to the UK and US. The firm aims to have all its solicitors admitted to practise there.

Pérez-Llorca O: 4; L: 7; I: 8; Total: 19 In 2024, the fast-growing Spanish firm overhauled its management structure following a five-year expansion that saw it open new offices in Brussels, Lisbon, London, New York and Singapore. Last year, it achieved revenue of nearly €124mn.

Generative AI tools

A&O Shearman: Winner Originality: 9; Leadership: 9; Impact: 9; Total: 27 In December 2023, the firm launched ContractMatrix, an artificial intelligence contract negotiation tool. The service, developed with Microsoft and legal AI start-up Harvey, draws on existing contract templates to draft new agreements that lawyers can amend or accept. It has been licensed by several companies, including ASML, a Dutch supplier of chipmaking equipment.

Garrigues O: 8; L: 8; I: 9; Total: 25 Last year, the firm launched Garrigues GAIA: a platform that offers access to internally trained generative AI systems linked to its libraries of legal documents. Some 70 per cent of the staff use it daily.

Baker McKenzie O: 8; L: 8; I: 7; Total: 23 Employment lawyers worked with the firm’s AI practice, BakerML, to train a bespoke AI tool to handle the most common employment law queries received from a leading social media client over six years. The service drafts answers to routine queries across 45 jurisdictions, which a local lawyer then reviews.

CMS O: 8; L: 8; I: 7; Total: 23 The firm worked with German tech partner Xayn to launch Noxtua, a Europe-focused AI legal service in February. The service focuses on interrogating German- and English-language material and strictly complying with EU data protection legislation, to stand out as an independent European alternative to US-based rivals. Commended individual: Markus Kaulartz

Ecija O: 8; L: 8; I: 7; Total: 23 In November 2023, the firm began using a generative AI system in its daily operations, resulting in a reported 70 per cent time saving in some routine tasks. Clients have approached the firm’s tech consultancy for advice on incorporating AI platforms into their internal systems.

Dentons O: 7; L: 8; I: 7; Total: 22 In August 2023, the firm launched FleetAI: a proprietary version of ChatGPT that is designed to speed up its lawyers’ workflows — and to be licensed to clients. About 850 of its staff use the service, which is compatible with the firm’s existing tech systems.

Taylor Wessing O: 8; L: 7; I: 7; Total: 22 In October 2023, the firm launched TWLitium, an in-house generative AI tool. Around 80 per cent of staff are now using the system, which offers secure chat, document generation, and analysis in areas such as property lease documents. Commended individual: Clare Harman Clark

Travers Smith O: 8; L: 7; I; 7 Total 22 The firm built Analyse, a generative AI tool to help automate a wide range of legal document review tasks. In May 2024, the firm spun out its AI team to create technology start-up Jylo. The venture, funded by Travers Smith, aims to sell services to the broader legal market, building on Analyse and YCNBot, its open-source chatbot launched last year.

Hogan Lovells O: 7; L: 7; I: 6; Total: 20 The firm and Eltemate, its legal tech subsidiary, launched an AI-powered service, dubbed Craig, in December 2023. The system is being offered as a subscription service for clients as well as for in-house use.

KPMG Abogados O: 6; L: 6; I: 8; Total: 20 A group of lawyers helped train a generative AI tool called KAI, which allows 1,100 staff across Spain to access eight AI “personas”. Seven mimic “experts” trained in specific practice areas of law, while the eighth helps deal with automating general internal inquiries.

DLA Piper O: 7; L: 7; I: 6; Total: 20 The firm’s innovation arm, Law&, developed a generative AI-powered legal assistant called ButterflAI. The service is designed to ensure security for client work.

Womble Bond Dickinson O: 6; L: 6; I: 6; Total: 18 The firm has built its own internal chatbot, iWomble, to assist lawyers. The service, launched in March, is trained to deliver information on the firm’s policies and procedures.

New legal products

CMS: Winner Originality: 9; Leadership: 8; Impact: 9; Total: 26 Last November, the firm launched its patent management system, CMS Umbra, designed with software company IPDefine. The system aims to enable businesses with sizeable intellectual property interests to evaluate and maximise the value of their patent portfolios at high speed and low cost.

Its search facility identifies infringements by scanning the internet and providing validity and freedom-to-operate assessments. It also attempts to identify value and commercialise patents, most of which are left dormant.

The software can also help to calculate the value of any target company’s portfolio during an acquisition and to aid counterfeit protection.

KPMG Abogados O: 8; L: 8; I: 9; Total: 25 The global professional services firm’s Spanish legal arm developed Katalyst, a software platform to help clients manage and automate their tax, legal, and human resources work. More than 400 organisations currently use it in 90 jurisdictions. Different applications help legal departments to track regulation, and to manage budgets and specific legal processes, such as insolvency or procurement. Similar tailored systems are available for clients’ HR and tax departments.

Garrigues O: 8; L: 8; I: 7; Total: 23 In 2023, the firm launched its LegalApp Factory: a division dedicated to creating systems that clients can integrate directly into their operations. Authentication products include a time-stamping electronic certification tool to prove the authenticity of mobile phone pictures and other digital evidence presented in court.

Taylor Wessing O: 7; L: 8; I: 8; Total: 23 In 2023, the firm launched a self-service platform, Outpace, designed to help start-up businesses and their investors. It aims to provide simplified tools to complete legal tasks, such as structuring funding rounds and monitoring investors’ shareholdings at a lower cost than traditional rival services. Outpace is now used by more than 20 clients, the firm reports.

Herbert Smith Freehills O: 6; L: 9; I: 7; Total: 22 The firm launched a service in June 2023 that helps clients identify where they may be failing to meet reporting requirements, under the EU’s Corporate Sustainability Directive. The directive, which was introduced last year, also applies, in part, to some UK companies. Responses to a short questionnaire are used to create a report assessing compliance with the reporting obligations.

McDermott Will & Emery O: 6; L: 7; I: 7; Total: 20 The firm designed a risk-profiling tool for its German clients that can be integrated into their in-house systems to help them comply with labour regulations when hiring freelance workers. Users of the tool answer simple questionnaires about the freelancers themselves and the roles they are applying for, which are used to generate a risk report on the contractual arrangement. One client reported that the app was used 1,400 times by their employees in 2023.

Osborne Clarke O: 7; L: 7; I: 6; Total: 20 In May 2023, the firm’s technology team launched a chatbot that answers questions from clients’ staff about internal policies regarding antitrust compliance and obligations. Questions that the chatbot cannot answer are dealt with by the firm’s lawyers, who can add their answers to the client’s policies, and to the chatbot service.

La Scala Società tra Avvocati O: 7; L: 7; I: 5; Total: 19 In 2024, the Italian firm struck a partnership with, and took a 25 per cent stake in, 3Ai — a data management consultancy. The venture aims to help clients improve how they manage their proprietary data.

Generative AI strategy

DLA Piper: Winner Originality: 9; Leadership: 9; Impact: 9; Total: 27 The firm has developed a comprehensive AI strategy for itself and its clients. An AI and data team — comprising more than 100 lawyers, data scientists, and professionals with backgrounds in policy and academia — introduced generative AI software within the firm, including Microsoft Copilot and CoCounsel and its own proprietary tool. The team advises clients on use of AI and has created apps, handbooks, and governance frameworks to help businesses remain compliant with evolving laws and regulations.

A&O Shearman O: 8; L: 10; I: 8; Total: 26 Allen & Overy, now merged with Shearman & Sterling, was a first mover in February 2023 in rolling out generative AI across its operations. This followed a partnership with legal generative AI software company Harvey in 2022, and a pilot involving 2,000 lawyers and staff. Harvey now has 3,500 daily users. The AI helps with routine legal tasks.

Addleshaw Goddard O: 8; L: 8; I: 8; Total: 24 The firm reviewed more than 50 generative AI tools and tested five in formal pilots before deciding to roll out its own proprietary generative AI tool, AGPT, in September 2023. The tool has processed an estimated 130,000 inquiries, at an average of 500 a day.

Ashurst O: 8; L: 8; I: 8; Total: 24 In January 2024, the firm published its findings from trying out the law-focused generative AI products Harvey, Copilot, and Wexler. Its aim was to promote transparency in the legal sector and showcase its approach to research and development. The firm has since rolled out Harvey to its 4,000 staff.

Cuatrecasas O: 7; L: 8; I: 7; Total: 22 In September 2023, the firm partnered with AI start-up Harvey to create CelIA. The system is trained specifically in Spanish law and is used for information retrieval, document drafting, and analysis.

NautaDutilh O: 7; L: 7; I: 8; Total: 22 In 2023, the Dutch firm partnered with AI developer Fledger to develop its proprietary generative AI tool, Ariel. The firm has offered formal training courses to encourage its use.

Macfarlanes O: 6; L: 7; I: 7; Total: 20 Having been among the first to sign up to Harvey’s AI tool, a group of Macfarlanes’ lawyers and technologists tracked staff behaviour to find the best ways to encourage its use, which turned out to be via workshops and formal knowledge sharing. Some 80 per cent of its 550 lawyers now use the tool.

Skills development

Garrigues: Winner Originality: 8; Leadership: 8; Impact: 8; Total: 24 The firm assigned 140 people across 18 offices as “digital ambassadors” to encourage the uptake of digital services at the firm. In 2023, nearly 90 per cent of staff received training — for a total of 14,000 hours.

Kennedys O: 8; L: 7; I: 8; Total: 23 In 2023, the firm’s 120 global equity partners attended a three-day leadership programme at Oxford university’s Saïd Business School to enhance their strategic skills, such as improving collaboration and working on non-billable hours of business development.

Mills & Reeve O: 8; L: 8; I: 7; Total: 23 The firm introduced discussion forums based on the Balint Method, originally designed to improve doctors’ dealings with patients, their own mental health, and clinical outcomes. The lawyers meet in groups of 12 with two supervisors once a month for a year to share experiences and discuss client relationships.

PwC Legal Business Solutions O: 7; L: 8; I: 7; Total: 22 Working with King’s College London’s Dickson Poon law school, the firm has helped develop a course to provide practical skills in generative AI, aimed at legal and tax professionals. Some 25 managers and directors have completed it.

Shoosmiths O: 8; L: 7; I: 7; Total: 22 Sherif Malak, head of privacy and data, created the UK-based Junior Privacy Advisers’ Club in August 2023. The JPA, which now has 200 members, provides mentoring from senior lawyers, general counsel, and others in their practice area.

Dentons O: 6; L: 7; I: 7; Total: 20 In February 2023, the firm and O-Shaped Lawyer, a legal consultancy, conducted relationship-building workshops with key clients. Staff undertook problem-solving exercises to understand clients’ needs and priorities better.

Vieira de Almeida O: 6; L: 7; I: 7; Total: 20 Last year, the firm launched a system to help staff manage their career development and learning schedule. Human resources staff ensure it is suitable and properly planned.

RPC O: 6; L: 7; I: 6; Total: 19 The firm introduced a nine-month training programme involving psychometric testing, workshops and online resources. Workshops include role-playing sessions to help partners develop skills and build better relationships with colleagues. Some 37 partners, just over a quarter of the total, have completed it.

Improving client experience

Ashurst: Winner Originality: 9; Leadership: 9; Impact: 7; Total: 25 The firm is investing in new digital products to deliver services to clients. As part of this drive, it launched Ashurst Origin and XB Adviser in June 2023. The first service allows banking clients to securely extend their staff’s access to the range of the firm’s digital services. The second, XB Adviser, is an updated digital service offering clients advice culled from local experts across Ashurst’s international network on cross-border bank licensing.

Clyde & Co O: 8; L: 8; I: 8; Total: 24 The firm consolidated its services dealing with risks of cyber breaches. If the service flags that a client is operating in high-threat locations, a partner at the firm will automatically receive a briefing pack to deal with potential dangers of any cyber attacks. It also notifies clients of regulatory obligations and potential fines for involvement in the event of any data privacy breaches.

PwC Tax & Legal, Spain O: 8; L: 8; I: 7; Total: 23 A 40-strong team at the Spanish legal arm of global professional services firm PwC launched a service that processes data from contracts, litigation and due diligence documents to provide headline assessment of relevant business risks. For example, the team created a tool for French multinational retailer Carrefour to analyse and present risks across its property contracts.

Bird & Bird O: 7; L: 7; I: 8; Total: 22 The firm helped build a compliance platform to assist an Asian computer gaming company as it develops and launches new games. This ensures that its games comply with EU and US data protection laws without the client’s legal team needing familiarity with those jurisdictions.

Ecija O: 8; L: 8; I: 5; Total: 21 The firm worked with data protection software company OneTrust to analyse how a food and drink manufacturer client was using AI, and to advise it on legal and ethical considerations and compliance with EU rules.

Freshfields Bruckhaus Deringer O: 7; L: 8; I: 6; Total: 21 In January 2022, the firm launched a unit in Germany for managing mass claims. It has offices in Hanover, Münster and Nuremberg, and defends clients against independent parallel lawsuits — such as the emissions scandal lawsuits faced by German carmaker Volkswagen. Since being set up, the unit has attempted to act as sole defender in mass claims that were previously too large for one firm to handle.

Cleary Gottlieb Steen & Hamilton O: 6; L: 7; I: 7; Total: 20 The firm’s legal technology division, ClearyX, developed two AI-powered discovery tools for lawyers at semiconductor group Broadcom, to help in its acquisition of cloud software company VMware. This deal, for $69bn including debt, was announced in May 2022. One of the tools analysed and categorised 10mn documents sent to international competition watchdogs, while the other reduced the number of documents requiring human review to determine legal privilege.

DWF Group O: 6; L: 6; I: 8; Total: 20 Last year, ahead of Sir Jim Ratcliffe’s formal purchase of a controlling minority stake in Manchester United, the firm reviewed the workings of the football club’s in-house legal team, identifying ways to improve to routine tasks. For example, the lawyers redrafted non-disclosure agreement precedent documents to reduce the proportion that required extra negotiation from 69 per cent to 3 per cent, according to the firm. It also developed a digital “workspace” to triage legal tasks and track ongoing matters.

Pinsent Masons O: 6; L: 7; I: 7; Total: 20 In 2023, the firm’s flexible resourcing arm, Vario, arranged for 24 lawyers to work on demand for consumer goods group Unilever, on its supplier contracts. The Vario lawyers, Pinsent Masons, and Unilever piloted new legal technology to help automate Unilever’s contract review, summarisation, and drafting.

Deloitte Legal O: 6; L: 6; I: 7; Total: 19 In September 2023, the firm launched a tool to automate aspects of mergers by extracting information needed from the client’s records, then sorting and loading it into documents required for concluding the deal. According to the firm, the platform reduces the time spent on these processes by between 25 and 35 per cent.

Withersworldwide O: 7; L: 7; I: 5; Total: 19 In late 2023, the firm’s tech team developed a system to help software provider Diligent extract and organise information across its own 45,000 contracts with customers, using its corporate governance applications with minimal human intervention.

Matheson O: 5; L: 7; I: 6; Total: 18 Matheson provided carmaker Volkswagen with a suite of tools to increase the legal team’s efficiency and facilitate better collaboration with the law firm. Systems include trackers for monitoring litigation and environment, social and governance obligations.

Talent management

Cuatrecasas: Winner Originality: 8; Leadership: 9; Impact: 8; Total: 25 In 2023, the firm introduced a new system for allocating work to its lawyers. Optimal Team Assistant matches individuals’ expertise, availability, professional interests, and relevant previous client contact to new projects.

The system aims to improve career development for young lawyers. It also alerts the firm to any lack of capacity in specific fields, so it can adjust its training and recruitment accordingly.

Shoosmiths O: 7; L: 9; I: 8; Total: 24 The firm has worked with social mobility campaign group Purpose Coalition since 2018. Since then, in addition to supporting outside charities, it has introduced new policies to broaden recruitment and support alternative career paths at the firm. A senior firm member is briefed to oversee these initiatives and evaluate their progress.

Vieira de Almeida O: 8; L: 8; I: 8; Total: 24 The Portuguese firm introduced a Partners’ Professional Planning platform, which provides partners with information about the firm’s pay structure and personal performance measures.

PwC Tax & Legal, Spain O: 7; L: 8; I: 7; Total: 22 PwC Spain launched a programme last November that allows staff to earn expert diplomas and a masters degree in professional services, from Madrid’s CEU San Pablo University. Experience that legal staff gain in their day-to-day work earns credits towards the qualifications. The business expects 4,500 staff, including those at its tax and legal division, to obtain a degree in the next four years.

Hogan Lovells O: 7; L: 8; I: 6; Total: 21 Since 2022, the firm has worked with external advisers to help it identify ways to improve ethnic diversity and inclusion at an office-by-office level. Responses from the majority of staff have helped inform the firm’s continuing racial equity plan.

Linklaters O: 7; L: 6; I: 8; Total: 21 The firm played a leading role, along with five others, in the formation last year of the City Century apprenticeship scheme. This aims to expand the number of recruits to a six-year solicitor apprenticeship programme in London, designed for candidates who do not wish to pursue the traditional route of full-time university degree study.

Slaughter and May O: 8; L: 8; I: 5; Total: 21 The firm introduced a “switch on-switch off” flexible working scheme, in an attempt to counter potential burnout that affects many law firms. It allows associates with sufficient experience to cut working hours by up to a fifth, by taking blocks of leave in exchange for a salary reduction. After a two-year pilot, the firm made the scheme permanent in January, and 5 per cent of associates have taken up the offer.

Burges Salmon O: 7; L: 7; I: 6; Total: 20 Last year, the firm won accreditation as a “disability confident” employer under a UK government scheme aimed at encouraging recruitment and retention of people with a range of disabilities. The firm interviewed staff to identify areas for improvement and says the number of staff reporting a disability has increased from 4 per cent to 9 per cent in the past four years.

Herbert Smith Freehills O: 7; L: 7; I: 6; Total: 20 The employment, pensions, and incentives team worked with the Living Wage Foundation to implement the campaigner’s “Living Pension” commitment in 2023 and was among the first to subscribe to it. Accreditation demands an employer pension contribution of 7 per cent of staff salary.

Dentons O: 7; L: 6; I: 6; Total: 19 In April 2022, Dentons launched a programme sponsoring paralegals and other staff to study for the Solicitors Qualifying Examination. The scheme offers up to 10 candidates financial support through two years of study.

Regulatory solutions

Freshfields Bruckhaus Deringer: Winner Originality: 8; Leadership: 8; Impact: 8; Total: 24 The firm collated legal advice about regulations across 100 jurisdictions to train a chatbot for its client Cariad, the troubled software subsidiary of carmaker Volkswagen.

The tool uses generative artificial intelligence and aims to reduce the time spent by the in-house legal team dealing with inquiries from the business’s 10,000 staff by helping them get quicker answers.

Hogan Lovells O: 7; L: 8; I: 7; Total: 22 The firm’s legal tech division subsidiary, Eltemate, designed a tool for BMW to monitor regulatory changes affecting carmakers across different jurisdictions. The in-house system uses AI to identify the most relevant information to the client every month.

Cleary Gottlieb Steen & Hamilton O: 6; L: 8; I: 7; Total: 21 The firm’s antitrust team and its tech subsidiary, ClearyX, developed a database that stores client documentation on mergers, acquisitions and public procurement deals relevant to EU regulation and reporting requirements. The subscription service helps clients demonstrate compliance.

White & Case O: 6; L: 8; I: 7; Total: 21 The firm developed an app-based tool to help clients report on the EU’s Foreign Subsidies Regulation, adopted in 2023, to prevent companies subsidised by foreign governments from gaining an unfair advantage in the trading bloc.

The app asks questions and guides clients through the compliance process by automating the preparation of reports required by the European Commission.

Addleshaw Goddard O: 6; L: 8; I: 6; Total: 20 The firm developed a suite of tools to prepare smaller businesses for the UK’s new Procurement Act, which comes into force in October and governs how public bodies purchase goods.

The platform provides updates and helps clients to ensure they comply with the new rules, making contract renewals with public entities easier.

Osborne Clarke O: 7; L: 7; I: 6; Total: 20 The firm created a tool for monitoring packaging regulations for the global coffee chain Starbucks. Users can check their legal obligations across 42 jurisdictions and take any necessary action to comply.

This system helps in-house lawyers at Starbucks to deal with compliance questions quicker and reduces the queries sent to its outside law firm.

TLT O: 7; L: 7; I: 6; Total: 20 The firm created a database of regulatory updates for financial services, airline and retail clients. It alerts them to forthcoming deadlines for implementing new compliance measures. It also features a system for clients to track progress in responding to regulatory change.

Abreu Advogados O: 6; L: 6; I: 7; Total: 19 To help smaller Portuguese companies comply with the EU’s new Corporate Sustainability Reporting Directive, the firm created an online compliance training series. The service helps legal teams at exporting companies improve their reporting on environmental, social and governance standards. The lawyers delivered the training to more than 400 companies at the request of Portuguese trade agency AICEP.

Mayer Brown O: 6; L: 7; I: 6; Total: 19 The firm’s pensions team created a regulation tracker for trustees of UK occupational pension schemes. Clients that subscribe receive updates on the staggered implementation of new standards released in March by the UK’s pensions regulator. These standards require trustees to ensure effective governance requirements, risk assessments and remuneration policies.

Simmons & Simmons O: 6; L: 7; I: 6; Total: 19 The firm created a tracker to help clients stay informed about global cryptocurrency regulation. It currently covers around 60 jurisdictions. Users pay a subscription to access and receive automated updates.

Data-enhanced knowledge

Herbert Smith Freehills: Winner Originality: 8; Leadership: 8; Impact: 8; Total: 24 The firm collected data from more than 1,000 arbitration cases to build a database, called Genesis, that can predict the length and price of future cases, after clients called for greater predictability of legal costs in disputes. The information allows lawyers to bill clients using fixed fees or other charging arrangements, instead of hourly rates. The firm is expanding the model into more practice areas.

Deloitte Legal O: 7; L: 8; I: 8; Total: 23 The firm integrated artificial intelligence capabilities from systems provided by software partner Emérita Legal into its proprietary case management system, ValerIA. The platform, trained in Spanish law, manages documentation, provides relevant regulation and legislation, and automatically assigns tasks to lawyers.

Orrick, Herrington & Sutcliffe O: 7; L: 8; I: 8; Total: 23 The firm launched an updated version of its Deal Flow survey that analyses the scale and terms of venture capital investment in European start-ups. The report, covering 350 equity deals, suggests investors are imposing more stringent “consent rights” to tighten their control over these companies.

Kennedys O: 7; L: 8; I: 7; Total: 22 Lawyers from the firm’s motor insurance practice and its technology subsidiary, Kennedys iQ, developed a platform that helps insurer clients manage motor accident and injury claims. It analyses medical evidence and recommends whether claims should be accepted or contested.

Linklaters O: 6; L: 8; I: 8; Total: 22 In May 2023, the firm rolled out its due diligence management platform, ReportIQ. It aims to make each stage of a deal process more efficient and consistent. Since launch, it has been used on high-value transactions including a €12bn deal, for which about 300 lawyers collaborated via the platform . Commended individual: Timo Engelhardt

Eversheds Sutherland O: 6; L: 8; I: 7; Total: 21 The firm has worked to manage due diligence on client transactions more consistently. Its legal services subsidiary, Konexo, helped to select the best technologies for each stage of the process. The firm is now rolling out more standardised processes, guidance notes, and wording for its due diligence work.

Norton Rose Fulbright O: 6; L: 7; I: 7; Total: 20 In 2022, the firm developed a tool called NRF Litigation Manager. This service has helped property group ECE manage its portfolio of retail spaces at shopping centres across Europe, by tracking the state of legal claims. The system has since been rolled out to two other clients.

Shoosmiths O: 6; L: 7; I: 7; Total: 20 The firm created a searchable database of UK merger and acquisitions deals that it has advised on. This can provide lawyers and clients with an overview of common terms applied in UK acquisitions, to help them evaluate the likelihood of the other party accepting an offer.

Cuatrecasas O: 5; L: 7; I: 7; Total: 19 In 2023, the Spanish firm developed a tool to help its lawyers track stages of arbitration proceedings across different jurisdictions, backed up by precedent documents drawn from about 600 sources. The system has been used in 194 international arbitrations, supporting the disputes team across six countries.

Morais Leitão O: 6; L: 7; I: 6; Total: 19 The Portuguese firm expanded its due diligence service for takeovers to include an initial assessment of documents and make more informed decisions in deals that have complicated contractual and compliance requirements.

Arthur Cox O: 5; L: 7; I: 6; Total: 18 In 2023, the Irish firm launched a revamped cyber incident management team made up of lawyers, consultants, and former law enforcement personnel. It aims to help clients take preventive action and provides post-attack support, identifying compromised data and offering legal advice on how to proceed.

Littler O: 5; L: 7; I: 6; Total: 18 In November 2023, the firm — which advises businesses on labour issues — published its latest European Employer Survey. The report, now in its sixth year, draws on information supplied by 780 human resources executives, in-house lawyers, and business leaders across 15 European countries.

Promoted Content

Explore the series.

Follow the topics in this article

• Law Add to myFT
• Legal services Add to myFT
• RSGI Add to myFT
• Paul Weiss Add to myFT
• Herbert Smith Freehills Add to myFT

Comments have not been enabled for this article.

Case Studies

Client success stories: how we resolve complex business disputes and insurance problems., case studies.

GEICO Forced to Arbitrate Fraud Claims Against 3 NJ Chiropractors

Case Studies , Healthcare Fraud

In a precedent-setting case, the Third Circuit held that GEICO must arbitrate claims against three New Jersey chiropractors that it was suing for fraud and racketeering.

Schwartz, Conroy & Hack Forces Insurance Company to Pay for Restaurant Fire Loss

Business Insurance , Case Studies

Forcing an Insurance Company to Keep its Promise by Uncovering How an Undiagnosed Vision Problem Prevented Our Client from Working as a Commodities Trader

Case Studies , Individual Insurance

Securing Disability Benefits by Uncovering Evidence that Our Client Gave Timely Notice of Claim

After Insurance Company’s Persistent Refusal to Pay Client’s Long-Term Care Benefits, Schwartz, Conroy and Hack Gets Client Paid Without Filing a Lawsuit

Securing Major Disability Settlement by Demonstrating Attorney Suffered from Rare Neurological Disorder

United Healthcare agrees to pays $15.6M in mental health parity law case

Successfully Challenging $1M Medicaid Overpayment Claim

General Liability Insurers Forced to Make $2 Million of Coverage Available