ACCA LWG
ACCA LW GLO (LWG) Flashcards
In the definition of a contract, the word “agreement” can be divided into two distinct elements. What are those elements?
Caparo v Dickman
What is the main feature of a common-law legal system?
What is the main feature of a civil-law legal system?
What does stare decisis mean?
How do criminal and civil proceedings differ?
What is a religious legal system?
What mainly determines resource allocation in a market economy?
What mainly determines resource allocation in a planned economy?
What is a mixed economy?
Why may governments regulate markets?
What is privatisation?
What is UNCITRAL?
What is UNIDROIT?
What is the role of the WTO?
What does the ICC do in international commerce?
Why are model laws useful in international trade?
What is arbitration?
Why is an arbitration agreement important?
What is meant by competence-competence?
On what basis may a court set aside an arbitral award?
What is the purpose of the New York Convention?
What is the duty to mitigate?
What is the separability principle in arbitration?
What is the ICC International Court of Arbitration's function in a dispute referred to ICC arbitration?
How does institutional arbitration differ from ad hoc arbitration?
What is the difference between the UNCITRAL Model Law on International Commercial Arbitration and the UNCITRAL Arbitration Rules?
Why does the seat of an arbitration matter even when the hearings are held in another country?
Under the UNCITRAL Model Law, how is the tribunal appointed and on what grounds may an arbitrator be challenged?
What form must an arbitral award take under the UNCITRAL Model Law, and what recourse does the losing party have against it?
What are the roles of the United Nations and the International Court of Justice in international trade?
What does the WTO do, and who may bring a dispute to its Dispute Settlement Body?
Two companies in different countries fall into dispute over a sales contract. Why is international arbitration, rather than an international court, the usual route?
What does the doctrine of the separation of powers require, and which organ of state holds each function?
How does the separation of powers affect the way a legal system actually operates?
What does the rule of law add to the separation of powers, and why does it matter to a business trading internationally?
Why is an arbitral award usually easier to enforce abroad than a foreign court judgment?
A respondent was never notified of the hearing, and the award also decided a claim falling outside the arbitration clause. Which UNCITRAL Model Law Article 36 grounds apply, and what must he establish?
Which Article 36 grounds may an enforcing court raise of its own motion, and can it refuse enforcement because the tribunal applied the law wrongly?
What is meant by a 'conflict of laws' in an international sale?
Why do differing national laws create a practical problem for businesses trading across borders?
How does a uniform convention such as the CISG address the conflict of laws problem?
What is an international convention, and what gives it binding force?
How does a model law differ from a convention?
What is the legal status of a set of trade terms such as Incoterms?
What is negotiation as a dispute resolution mechanism, and what is its principal weakness?
What is the difference between mediation and conciliation?
What are the main advantages of arbitration over litigation in an international dispute?
What are the disadvantages of arbitration compared with litigation?
Why is arbitration usually preferred to litigation for cross-border trade, even though a court judgment is free to obtain?
When does the CISG generally apply?
Can parties exclude the CISG?
Name common transactions excluded from the CISG.
Does the CISG generally require a sales contract to be in writing?
What is a fundamental breach under the CISG?
What are the seller's core duties under the CISG?
Where are goods delivered if the contract involves carriage?
When must the seller deliver if no delivery date is fixed?
What does conformity of goods require?
What protection must the seller provide against third-party claims?
What are the buyer's core duties under the CISG?
What is a Nachfrist period?
When may a party avoid a CISG contract?
How are CISG damages measured?
Why does the passing of risk matter?
When does risk normally pass in a carriage contract?
Can risk pass before goods are identified to the contract?
What is the general CISG rule for goods sold in transit?
Does the passing of risk remove remedies for the seller's fundamental breach?
What must a buyer do to preserve CISG remedies for a lack of conformity?
Goods are destroyed by fire after risk has passed to the buyer. Must the buyer still pay the price under Art 66?
In a sale involving no carriage and no goods sold in transit, when does risk pass under Art 69(1)?
The buyer must collect the goods from an independent warehouse rather than the seller's premises. When does risk pass under Art 69(2)-(3)?
The seller commits a fundamental breach. Is the contract avoided automatically, and what does Art 26 require of the buyer?
The seller has already delivered the goods. How long does the buyer have to declare the contract avoided under Art 49(2)?
What remedies does Art 61 give the seller when the buyer fails to perform an obligation?
What is the seller's Nachfrist under Art 63, and what may the seller not do while it runs?
When may the seller declare the contract avoided under Art 64, and what limit applies once the buyer has paid the price?
The buyer was to specify the size and finish of the goods but never does so. What may the seller do under Art 65?
What must a party prove to be exempted from liability by Art 79(1)?
A seller establishes an Art 79 impediment. What does the exemption actually protect him from, and what must he still do?
A seller cannot deliver because the sub-contractor it engaged to perform has failed. Is the seller exempt under Art 79(2)?
Under CISG Article 14, when does a proposal amount to an offer, and how are proposals addressed to the public treated?
A seller posts an offer, then sends a faster message cancelling it that arrives before the letter. What is the position under CISG Arts 15 and 24?
Under CISG Article 16, how late may an offeror revoke an offer, and when is revocation barred altogether?
A buyer receives an irrevocable offer open for 30 days, rejects it on day 5, then purports to accept on day 10. What is the effect under CISG Article 17?
Under Incoterms 2020, where does the seller deliver and risk pass under FAS compared with FOB?
A cargo sold CIF Rotterdam is damaged by seawater mid-voyage. Who bears that loss under Incoterms 2020, and why do CFR and CIF trap candidates?
What insurance must a CIF seller provide under Incoterms 2020, and how does that compare with CIP?
Why is FOB the wrong Incoterm for containerised goods handed to a terminal operator, and which rule should be used instead?
What are Incoterms, who publishes them, and what does the current edition contain?
What is the legal status of Incoterms, and how do they come to bind a contract governed by the CISG?
Which matters do Incoterms 2020 leave untouched, and why is it wrong to say that title passes under them?
A buyer delays taking delivery while the seller still controls the goods. What does CISG Article 85 require of the seller, and what protection does it give him?
When must a buyer who intends to reject goods nevertheless preserve them under CISG Article 86, including goods placed at his disposal at destination?
What self-help does a party preserving goods have under CISG Arts 87 and 88, and when must goods be sold rather than merely stored?
Under Article 1(1)(b), how can the CISG apply even though only one party has its place of business in a Contracting State?
Under Articles 1(2), 1(3) and 10, what is and is not relevant in deciding whether the CISG applies?
Under Article 3, when is a contract for goods to be manufactured NOT a sale of goods for CISG purposes?
Which two matters does Article 4 expressly leave to national law?
What does Article 5 exclude from the CISG?
Under Article 19, what is the effect of a reply that purports to accept an offer but adds or changes terms?
Under Article 19(2), when do additional terms in a reply NOT prevent a contract from being formed?
Which alterations does Article 19(3) treat as material, so that a reply containing them is a counter-offer?
Under Article 18(1), what amounts to an acceptance, and can silence be an acceptance?
Under Article 18(2), when does an acceptance become effective?
Under Article 18(3), how can an offeree accept by conduct rather than by communicating, and when does that acceptance take effect?
Under Article 23, at what moment is a contract of sale concluded?
How does Article 7 require the CISG itself to be interpreted, and how are gaps in it filled?
Under Article 8, how are the statements and conduct of a party interpreted?
Under Article 9, when is a trade usage binding on the parties even though they never mentioned it?
Under Article 29, what is required to modify or terminate a contract governed by the CISG?
A written contract says it may only be modified in writing, yet the parties agree a change orally and the buyer acts on it. What is the position under Article 29(2)?
Under Incoterms 2020 EXW (Ex Works), what does the seller have to do?
Under Incoterms 2020, where does risk pass under FCA, CPT and CIP, and what distinguishes CPT from CIP?
What is the difference between DAP and DPU in Incoterms 2020?
Under Incoterms 2020 DDP, what is the seller's obligation, and what is the practical trap for him?
Under Article 45, what remedies does the buyer have if the seller fails to perform?
Under Article 46(2), when may the buyer require the seller to deliver substitute goods?
Under Article 46(3), when may the buyer require the seller to repair non-conforming goods?
How is a price reduction under Article 50 calculated, and when is it unavailable?
Under Article 34, what must the seller do about documents, and may he correct a defective document?
Under Article 37, what may a seller who has delivered early do about a shortfall or defect?
Under Article 48, may a seller cure a defect AFTER the delivery date, and how does that interact with the buyer's right to avoid?
Under Article 35(1), what makes goods conforming?
Under Article 35(2), what standards must goods meet where the contract says nothing?
Under Article 35(3), when is the seller NOT liable for a lack of conformity?
Under Article 36, at what moment is conformity judged, and can the seller still be liable for a defect that appears later?
Under Article 31(b) and (c), where must the seller deliver where the contract does not involve carriage?
Under Article 32, what must a seller who hands goods to a carrier do?
Under Article 33, when must the seller deliver?
Under Article 40, when can a seller not rely on the buyer's failure to examine or give notice of a defect?
Under Article 44, what remedies survive if the buyer has a reasonable excuse for failing to give notice?
Under Article 51, what are the buyer's remedies where only part of the goods is delivered or conforms?
Under Article 52, what may the buyer do if the seller delivers early or delivers more than the contract quantity?
Under Article 54, what does the buyer's obligation to pay the price include?
Under Article 55, what price is payable where the contract does not fix one?
Under Article 57, where must the buyer pay the price if the contract is silent?
Under Article 58, when must the buyer pay, and can the seller demand payment before the buyer has seen the goods?
Under Article 60, what does the buyer's obligation to take delivery consist of?
Under Article 75, how are damages measured where the injured party has made a substitute transaction?
Under Article 76, how are damages measured where there has been no substitute transaction?
Under Article 78, what is the position on interest?
Under Article 71, when may a party suspend performance, and what must he do if he does?
Under Article 71(2), what may a seller do if the grounds for suspension emerge after the goods have been dispatched?
Under Article 72, when may a party avoid the contract BEFORE performance is due?
Under Article 73, how does avoidance work in a contract for delivery by instalments?
Under Article 81, what is the effect of avoidance?
Under Article 82, when does a buyer lose the right to avoid or to require substitute goods?
Under Article 84, what must each party account for on restitution after avoidance?
What are the three classic functions of a bill of lading?
What is a commercial invoice?
What is a bill of exchange?
What is a documentary letter of credit?
What does a certificate of insurance evidence?
When is a bill of exchange 'international' under the UN Convention on International Bills of Exchange and International Promissory Notes?
A bill specifies places in two different states. What else must appear on the bill before the UN Convention applies to it?
Who are the three original parties to a bill of exchange, and what does each do?
How does the drawee of a bill become the acceptor, and what difference does that make?
In relation to a bill of exchange, who are the indorser, the indorsee and the holder?
Under the UN Convention on International Bills of Exchange and International Promissory Notes, what makes a written instrument an international bill of exchange?
A document signed by a buyer instructs his bank to 'pay the seller the price of the cargo once the ship has docked'. Is it a valid bill of exchange?
How is a bill of exchange transferred to somebody else?
What is the effect of indorsing a bill of exchange in blank?
A bill is presented to the acceptor at maturity and he refuses to pay. Against whom does the holder have recourse?
What is a guarantor of a bill of exchange presumed to have guaranteed?
What is the difference between a negotiable and a non-negotiable bill of lading?
How does a negotiable bill of lading let a seller keep control of goods that have already been shipped?
What are the four types of bill of lading, by the route they cover?
What does a bill of lading show about the passing of risk in the goods?
Who are the four parties to a letter of credit, and what is each one's role?
How is a letter of credit put in place before the goods are shipped?
The seller has shipped the goods and holds the shipping documents. How does payment then flow under a letter of credit?
What is a confirmed letter of credit?
A seller is offered an irrevocable but unconfirmed letter of credit. What risk does he still run?
What is the difference between a revocable and an irrevocable letter of credit?
What does a letter of credit achieve for each side, and when should it be arranged?
What is a letter of comfort?
A bank lends to a subsidiary on the strength of the parent company's letter of comfort, and the subsidiary then fails. Can the bank recover from the parent?
How does an international bank transfer operate?
When does the UNCITRAL Model Law on International Credit Transfers apply, and who are the parties to a credit transfer?
What must a receiving bank do with a payment order it has accepted under the Model Law on International Credit Transfers?
An originator wants to stop a payment order he has already sent. When can he still revoke it?
When is a credit transfer complete under the Model Law, and what happens if it is never completed?
Is it true that an agency arrangement may be deemed by the Court to exist, even though the supposed principal and the supposed agent have never met nor know of each other's existence?
Where a person has, historically, been allowed to act as though they were a Chief Executive
What's another word commonly used to express “apparent” as in “apparent authority”
“When a partner in a traditional partnership dies, the partnership is automatically ended”. Is this statement always true
Is a joint venture arrangement classed as a partnership
“Insanity of a partner is an automatic ground for the dissolution of a partnership”. Is this statement true?
s it always true that a company exists from the date which is shown on
Is it always true that as soon as a company has been incorporated it may commence trading
“Where a public company enters a trading contract before it has obtained a trading certificate, the contract is void”. Is that statement true?
What does the abbreviation “plc” stand for
In which two ways may a member's liability be limited
Is there such a beast as an unlimited company
Is it possible for a member to have their liability increased even in a limited liability company
Define “promoter”
Complete the following sentence: “The duties owed by a promoter are collectively known as ***** duties”
What matters must be disclosed in an “Application for registration” of a new company
The constitution of a company is the combination of three elements. What are those elements?
What sort of resolution is required to alter the Articles
There is a limitation on the alterability of a company's articles.
“An alteration to the Articles allowing a majority to acquire compulsorily the shares of a minority has been shown not to be for the benefit of the company as a whole.” Is this statement true?
“At the time someone becomes a member of a company, it is as though they have entered a contract with **** and with ****.” Complete the sentence.
What sort of resolution is required if a company wishes to change the company name
What is meant by the expression “passing off” in the context of company law?
Allen v Gold Reefs of West Africa
Bamford v Bamford
Erlanger v New Sombrero Phosphate Mining Company
What is actual authority?
What is apparent or ostensible authority?
What is ratification?
When may agency of necessity arise?
What is the usual effect of an authorised agent making a contract for a disclosed principal?
What is the statutory definition of a partnership?
Why can one partner bind the firm?
What is the usual liability of partners in a traditional partnership?
How does a limited partner differ from a general partner?
What is a limited liability partnership (LLP)?
What is separate legal personality?
What does limited liability mean for a shareholder?
What is the purpose of a certificate of incorporation?
What is a company's constitution?
Who may be liable on a pre-incorporation contract?
When may a court pierce the corporate veil after Prest v Petrodel?
What is the limit of a member's liability in a company limited by shares
“Called-up capital and paid-up capital are two ways of saying the same thing.” Is this statement true?
A preference share has that name because of its preferential entitlements over equity shares.
How is the annual dividend on preference shares calculated, and does the level of profit affect it?
“On a liquidation, the floating charge debenture holders are paid in priority to all others. Their claim ‘floats’ to the top of those people who are owed by the company.” Is this statement true?
How does a company reduce its share capital under the Companies Act 2006?
“In the context of shares in a company, the expressions ‘face value’, ‘par value’ and ‘nominal value’ mean the same.” Is this statement true?
“To write off preliminary and formation expenses” is one of the few allowable uses of the share premium account. Is this statement true?
There are two statutory capital undistributable reserves. What are they?
What is loan capital?
What is a fixed charge?
What is a floating charge?
What is crystallisation of a floating charge?
Why must many company charges be registered?
What is the capital-maintenance principle?
From what may a company lawfully pay a dividend?
What is an unlawful distribution?
How may a private company reduce its share capital?
Can a company purchase its own shares?
Does Companies House registration order alone determine priority between company charges?
Which companies may hold purchased shares as treasury shares, and may new shares be issued straight into treasury?
“A person becomes a member of a company when their name appears in the Register of Members.” Is this statement true?
“If a person's name appears in a Register of Members, this indicates that they are a shareholder of the company.” Is this statement true?
What is a quorum?
Where is the detail of quorum size specified
“A proxy appointed by a member of a company to represent the member's wishes must be also a member of the company.” Is this statement true?
“A public company must have an appropriately qualified company secretary.” Is this statement true?
“If a private company wishes to have a company secretary, the person appointed must be appropriately qualified.” Is this statement true?
“At a general meeting of the company, the debenture holders' votes are counted before those of the equity shareholders.” Is this statement true?
If a firm of auditors wishes to resign, or not seek re-election, they must deliver to the company's registered office a “statement of circumstances”. Is this statement true?
When a director is proposed to be removed from office, the director has the right to prepare “written
Is it allowable for a director who has recently declared herself to be bankrupt to continue in office as a director of a company?
In company law what is the literal translation of “ultra vires” in the context of directors' actions
“Full disclosure of interests in contracts and transactions of a company should be made by directors to a sub-committee of the board at the earliest opportunity.” Is this statement true?
“Anybody may be appointed as the auditor of a private company.” Is this statement true?
“It is the members' right in a general meeting to determine the level of the auditors' remuneration.” Is this statement true?
“In a private company, any resolution may be passed as a written resolution.” Is this statement true?
Where a private company chooses to appoint a company secretary, is it possible for the sole director also to be the company secretary
Where the directors of a company always act upon the advice of their auditor, is it the case that the auditor would be classed as a shadow director?
Is it possible to hold an annual general meeting of a public company with only 2 days' notice?
A special resolution requires how many days' notice if it is to be validly passed
Whose responsibility is it to call / convene a general meeting of the members of a company
Cook v Deeks
Howard Smith v Ampol Petroleum
IDC v Cooley
Panorama developments v Fidelis Furnishing Fabrics
Southern Foundries v Shirlaw
To whom do directors owe their statutory duties?
What does the duty to promote the success of the company require?
What is the duty to avoid conflicts of interest?
What standard of care applies to a director?
How may shareholders remove a director?
What majority is needed for an ordinary resolution?
What majority is needed for a special resolution?
What is a written resolution?
What is a proxy?
Which companies must hold an annual general meeting?
There are two types of voluntary liquidation. What are the two types?
If a members' voluntary liquidation is a voluntary action of the members, a creditors' voluntary liquidation is a voluntary act of which group of people?
Is it true that the Court may, on application, direct that a public company be liquidated where the company has failed to obtain a trading certificate within 12 months of incorporation?
What sort of resolution is required to be passed by the members to put their company into liquidation
There are two main grounds under which the Court may grant a liquidation order. What are they?
A person who is to be appointed as liquidator must hold a specific qualification. What is that qualification?
What is meant by the expression “wrongful trading”
Ebrahimi v Westbourne Galleries
re German Date Coffee Company
re Yenidje Tobacco
What is liquidation?
What distinguishes a members' voluntary liquidation?
What distinguishes a creditors' voluntary liquidation?
What is compulsory liquidation?
What is the liquidator's central role?
What is fraudulent trading?
What are the three objectives of administration, and in what order must an administrator pursue them?
Why would creditors of a failing company prefer administration to liquidation?
By what three routes may an administrator be appointed?
A creditor applies to the court for an administration order. What must the court be satisfied of before making one?
What does the statutory moratorium in administration stop creditors from doing?
A company files notice of its intention to appoint an administrator on Monday and the administrator is appointed on Friday. A secured creditor tries to seize the charged assets on Tuesday. Can it?
What powers does an administrator have over the company's business and over its directors?
A bank holding a floating charge appoints an administrator. In whose interests must that administrator act?
How may a petitioner prove that a company is 'unable to pay its debts'?
Who may present a petition for the compulsory winding up of a company?
What are the effects of a compulsory winding-up order?
In what order are a company's debts and claims paid on liquidation?
Which debts rank as preferential on a liquidation, and where do they sit in the order of payment?
What is a declaration of solvency, and what must the directors state in it?
During a members' voluntary liquidation the liquidator concludes that the company cannot pay its debts in full within the stated period. What must happen?
How is “corporate governance” defined
“In a company which complies with the UK Corporate Governance Code, it is in compliance when the role of Chair and that of Chief Executive are held by the same person.” Is this statement true?
“It is a requirement of the UK Corporate Governance Code that directors should be remunerated in part based on their performance.” Is this statement true?
To which body of people does a whistle-blower turn in the event that the whistle-blower has concerns over alleged breaches of regulation / internal controls?
To what does the expression “comply or explain” refer within the UK Corporate Governance Code
“Insider dealing is a civil offence and is punishable by a fine.” Is this statement true?
“It is an offence for a person who is an ‘insider’ to use inside knowledge about a company and avoid buying shares in the company where they fear the price of the company's shares will fall.” Is this statement true?
“A person who receives inside knowledge about a company from a director and who deals and makes a profit is guilty of the criminal offence of insider dealing.” Is this statement true?
If an insider in possession of unpublished price-sensitive information sells shares and avoids a loss but claims that the sale was to raise money to repay a private debt, is he guilty?
What constitutes “unpublished price-sensitive information”?
If you were given investment advice by a director to “Get out of equities and invest in Government bonds”, would that qualify as passing on unpublished price-sensitive information?
There are three offences involved in the criminal offence of Money Laundering. What are the three offences?
What are the three commonly recognised stages of money laundering?
What is the core bribery offence of bribing another person?
Does information cease to be inside information merely because it is more than six months old?
What are the three insider dealing offences?
What is market abuse, and what kinds of behaviour does it cover?
How does the market abuse regime differ from the criminal offence of insider dealing?
What sanctions may a regulator impose on someone who has committed market abuse?
What does customer due diligence require a business to do, and when must it be carried out?
What does a risk-based approach to money laundering require, and when is enhanced due diligence needed?
How long must money laundering records be kept, and what is the position where a firm relies on another firm's customer due diligence?
What internal controls must a business have against money laundering, and what happens when a member of staff becomes suspicious?
What are the four bribery offences?
A company's overseas sales agent pays a bribe to win a contract for the company, and the board knew nothing about it. Is the company liable?
Who can be made liable for wrongful trading, and in what circumstances?
By what standard is a director judged for wrongful trading, and what defence is available?
How does wrongful trading differ from fraudulent trading?
Card 1 of 342. Question side.