Glossary

Question 1

Acceptance.

Answer 1

An unqualified agreement to the terms of an offer.

Question 2

An unqualified agreement to the terms of an offer.

Answer 2

Acceptance

Question 3

Administration.

Answer 3

A process whereby a moratorium is imposed on creditors’ actions against the company while an insolvency practitioner attempts to rescue the business as a going concern.

Question 4

A process whereby a moratorium is imposed on creditors’ actions against the company while an insolvency practitioner attempts to rescue the business as a going concern.

Answer 4

Administration.

Question 5

Administrator.

Answer 5

A person appointed to carry out an administration.

Question 6

A person appointed to carry out an administration.

Answer 6

Administrator.

Question 7

Agent.

Answer 7

A person authorised to act for another (the principal) and bring that other into legal relations with a third party.

Question 8

A person authorised to act for another (the principal) and bring that other into legal relations with a third party.

Answer 8

Agent.

Question 9

Annual General Meeting (AGM).

Answer 9

Every public company is required to hold a meeting of each of its members each year at which it was usual, but not obligatory, to transact the ‘ordinary business’ of the company. Such business may include consideration of the accounts, declaration of a dividend and appointment of auditors.

Question 10

Every public company is required to hold a meeting of each of its members each year at which it was usual, but not obligatory, to transact the ‘ordinary business’ of the company. Such business may include consideration of the accounts, declaration of a dividend and appointment of auditors.

Answer 10

Annual General Meeting (AGM).

Question 11

Anticipatory breach.

Answer 11

Renunciation by a party to a contract of their contractual obligations before the date of performance.

Question 12

Renunciation by a party to a contract of their contractual obligations before the date of performance.

Answer 12

Anticipatory breach.

Question 13

Articles of association.

Answer 13

Rules governing the internal conduct of a company’s affairs, such as appointment, powers and proceedings of directors, alteration of capital structure, dividends and so on.

Question 14

Rules governing the internal conduct of a company’s affairs, such as appointment, powers and proceedings of directors, alteration of capital structure, dividends and so on.

Answer 14

Articles of association.

Question 15

Auditor

Answer 15

A person appointed by the company in a general meeting to report whether the accounts reflect a true and fair view of the company’s affairs.

Question 16

A person appointed by the company in a general meeting to report whether the accounts reflect a true and fair view of the company’s affairs.

Answer 16

Auditor.

Question 17

Breach of contract.

Answer 17

Where a party does not perform their contractual obligations sufficiently.

Question 18

Where a party does not perform their contractual obligations sufficiently.

Answer 18

Breach of contract.

Question 19

Bribery.

Answer 19

Giving or receiving money, goods or services to induce a party’s improper performance of an official duty.

Question 20

Giving or receiving money, goods or services to induce a party’s improper performance of an official duty.

Answer 20

Bribery.

Question 21

Business name.

Answer 21

A name used by a company other than the registered one.

Question 22

A name used by a company other than the registered one.

Answer 22

Business name.

Question 23

Capacity.

Answer 23

The ability or power of a person to enter into legal relationships or carry out legal acts.

Question 24

The ability or power of a person to enter into legal relationships or carry out legal acts.

Answer 24

Capacity.

Question 25

Care, duty of.

Answer 25

The care owed by one person to another which, if broken, may give rise to an action for negligence.

Question 26

The care owed by one person to another which, if broken, may give rise to an action for negligence.

Answer 26

Care, duty of.

Question 27

Claimant.

Answer 27

The party who brings a claim in a civil court. They were previously known as the plaintiff.

Question 28

The party who brings a claim in a civil court. They were previously known as the plaintiff.

Answer 28

Claimant.

Question 29

Company.

Answer 29

An entity registered under the Companies Act 2006 or any earlier Companies Act.

Question 30

An entity registered under the Companies Act 2006 or any earlier Companies Act.

Answer 30

Company.

Question 31

Compulsory liquidation.

Answer 31

A liquidation initiated when (usually a creditor) petitions the court.

Question 32

A liquidation initiated when (usually a creditor) petitions the court.

Answer 32

Compulsory liquidation.

Question 33

Confirmation statements.

Answer 33

Statements that confirm to the Registrar that there have been no changes to the information held by them about the company during the previous 12 months, or, if changes have been made, they record the changes that have occurred.

Question 34

Statements that confirm to the Registrar that there have been no changes to the information held by them about the company during the previous 12 months, or, if changes have been made, they record the changes that have occurred.

Answer 34

Confirmation statements.

Question 35

Conflict of interest.

Answer 35

Where the personal interests of an individual clash with another party’s interests that they have the power to control.

Question 36

Where the personal interests of an individual clash with another party’s interests that they have the power to control.

Answer 36

Conflict of interest.

Question 37

Consideration.

Answer 37

Consists either in some right, interest, profit or benefit accruing to one party to a contract, or some forbearance, detriment, loss or responsibility given, sufferred or undertaken by the other. Broadlly, the element of value that each party contributes to the contract.

Question 38

Consists either in some right, interest, profit or benefit accruing to one party to a contract, or some forbearance, detriment, loss or responsibility given, sufferred or undertaken by the other. Broadlly, the element of value that each party contributes to the contract.

Answer 38

Consideration.

Question 39

Constitution (company).

Answer 39

Documents which set out the rules for governing a company and include the articles of association and member resolutions relevant to the constitution.

Question 40

Documents which set out the rules for governing a company and include the articles of association and member resolutions relevant to the constitution.

Answer 40

Constitution (company).

Question 41

Contract.

Answer 41

An agreement which legally binds the parties.

Question 42

An agreement which legally binds the parties.

Answer 42

Contract.

Question 43

Contract of service/employment.

Answer 43

A contract of employment is a contract of service or apprenticeship, whether express or implied, and (if it is express) whether it is oral or in writing.

Question 44

A contract of employment is a contract of service or apprenticeship, whether express or implied, and (if it is express) whether it is oral or in writing.

Answer 44

Contract of service/employment.

Question 45

Creditors’ voluntary liquidation.

Answer 45

A form of liquidation where a company does not provide a declaration of solvency. If no such declaration is made, the liquidation proceeds as a creditors’ voluntary winding up even if in the end the company pays its debts in full.

Question 46

A form of liquidation where a company does not provide a declaration of solvency. If no such declaration is made, the liquidation proceeds as a creditors’ voluntary winding up even if in the end the company pays its debts in full.

Answer 46

Creditors’ voluntary liquidation.

Question 47

Crystallisation.

Answer 47

The point at which certain events cause a floating charge to be converted into a fixed charge.

Question 48

The point at which certain events cause a floating charge to be converted into a fixed charge.

Answer 48

Crystallisation.

Question 49

Damages.

Answer 49

The sum claimed or awarded in a civil action in compensation for the loss or injury suffered by the claimant.

Question 50

The sum claimed or awarded in a civil action in compensation for the loss or injury suffered by the claimant.

Answer 50

Damages.

Question 51

Defendant.

Answer 51

The person against whom a civil action is brought or who is prosecuted for a criminal offence.

Question 52

The person against whom a civil action is brought or who is prosecuted for a criminal offence.

Answer 52

Defendant.

Question 53

Derivative claim.

Answer 53

A remedy available to a minority shareholder to redress a wrong done to the company. Such an action is brought where those who have committed the offence control the company, and thus, under Foss v Harbottle could have prevented it taking action. Any benefit obtained will accrue to the company since the claim is derived from and made on behalf of the company.

Question 54

A remedy available to a minority shareholder to redress a wrong done to the company. Such an action is brought where those who have committed the offence control the company, and thus, under Foss v Harbottle could have prevented it taking action. Any benefit obtained will accrue to the company since the claim is derived from and made on behalf of the company.

Answer 54

Derivative claim.

Question 55

Director.

Answer 55

A person who takes part in making decisions and managing a company’s affairs.

Question 56

A person who takes part in making decisions and managing a company’s affairs.

Answer 56

Director.

Question 57

Dividend.

Answer 57

A distribution of profits to members made in proportion to their shareholdings.

Question 58

A distribution of profits to members made in proportion to their shareholdings.

Answer 58

Dividend.

Question 59

Estoppel.

Answer 59

A party is prevented from retracting their words or conduct where another has relied upon and acted on them.

Question 60

A party is prevented from retracting their words or conduct where another has relied upon and acted on them.

Answer 60

Estoppel.

Question 61

Exclusion clause.

Answer 61

A clause in a contract purporting to exclude or restrict liability.

Question 62

A clause in a contract purporting to exclude or restrict liability.

Answer 62

Exclusion clause.

Question 63

Executed consideration.

Answer 63

A performed, or executed, act in return for a promise.

Question 64

A performed, or executed, act in return for a promise.

Answer 64

Executed consideration.

Question 65

Executory consideration.

Answer 65

A promise given for a promise, not a performed act.

Question 66

A promise given for a promise, not a performed act.

Answer 66

Executory consideration.

Question 67

Express term.

Answer 67

A term that is clearly agreed to by the parties in a contract to be a term of that contract. In examining a contract, the courts will look first at the terms expressly agreed by the parties.

Question 68

A term that is clearly agreed to by the parties in a contract to be a term of that contract. In examining a contract, the courts will look first at the terms expressly agreed by the parties.

Answer 68

Express term.

Question 69

Fiduciary duty.

Answer 69

A duty imposed upon certain persons because of the position of trust and confidence in which they stand in relation to another. This is particularly relevant to company directors.

Question 70

A duty imposed upon certain persons because of the position of trust and confidence in which they stand in relation to another. This is particularly relevant to company directors.

Answer 70

Fiduciary duty.

Question 71

Fixed charge.

Answer 71

A charge attaching to a particular asset on creation. The asset in question is usually a fixed asset, which the company is likely to retain for a long period. If the company defaults in payment of the debt the holder can realise the asset to meet the debt. Fixed charges rank first in order of priority in a liquidation.

Question 72

A charge attaching to a particular asset on creation. The asset in question is usually a fixed asset, which the company is likely to retain for a long period. If the company defaults in payment of the debt the holder can realise the asset to meet the debt. Fixed charges rank first in order of priority in a liquidation.

Answer 72

Fixed charge.

Question 73

Floating charge.

Answer 73

A charge on a class of assets of a company, present and future which changes in the ordinary course of the company’s business. Until the holders enforce the charge the company may carry on business and deal with the assets charged. It attaches to the assets only on crystallisation.

Question 74

A charge on a class of assets of a company, present and future which changes in the ordinary course of the company’s business. Until the holders enforce the charge the company may carry on business and deal with the assets charged. It attaches to the assets only on crystallisation.

Answer 74

Floating charge.

Question 75

Fraud.

Answer 75

Using misrepresentation to obtain an unjust advantage.

Question 76

Using misrepresentation to obtain an unjust advantage.

Answer 76

Fraud.

Question 77

Fraud on the minority.

Answer 77

Discrimination by the majority shareholders against the minority. The minority may have a remedy at common law.

Question 78

Discrimination by the majority shareholders against the minority. The minority may have a remedy at common law.

Answer 78

Fraud on the minority.

Question 79

Fraudulent trading.

Answer 79

Carrying on business and incurring debts when there is to the knowledge of the directors no reasonable prospect that these debts will be repaid, ie, with intent to defraud the creditors. Persons so acting may be liable for the debts of the company as the court may decide.

Question 80

Carrying on business and incurring debts when there is to the knowledge of the directors no reasonable prospect that these debts will be repaid, ie, with intent to defraud the creditors. Persons so acting may be liable for the debts of the company as the court may decide.

Answer 80

Fraudulent trading.

Question 81

Freedom of contract.

Answer 81

The principle that parties may contract on any terms which they choose.

Question 82

The principle that parties may contract on any terms which they choose.

Answer 82

Freedom of contract.

Question 83

Gagging clause.

Answer 83

A term in an employment contract or severance agreement that restricts the ability of a party to make disclosures about their employment.

Question 84

A term in an employment contract or severance agreement that restricts the ability of a party to make disclosures about their employment.

Answer 84

Gagging clause.

Question 85

Gazette.

Answer 85

An official publication in which certain notices must be inserted as prescribed by statute, for example the appointment of a liquidator.

Question 86

An official publication in which certain notices must be inserted as prescribed by statute, for example the appointment of a liquidator.

Answer 86

Gazette.

Question 87

Good faith.

Answer 87

Fair and open action without any attempt to deceive or take advantage of knowledge of which the other party is unaware.

Question 88

Fair and open action without any attempt to deceive or take advantage of knowledge of which the other party is unaware.

Answer 88

Good faith.

Question 89

Implied term.

Answer 89

A term deemed to form part of a contract even though not expressly mentioned by the parties.

Question 90

A term deemed to form part of a contract even though not expressly mentioned by the parties.

Answer 90

Implied term.

Question 91

Injunction.

Answer 91

An equitable remedy in which the court orders the other party to a contract to observe contractual terms.

Question 92

An equitable remedy in which the court orders the other party to a contract to observe contractual terms.

Answer 92

Injunction.

Question 93

Insider.

Answer 93

A person has information as an insider if it is (and they know it is) inside information, and if they have (and know they have) it from an inside source through being a director, employee or shareholder of a company or by having access to it because of their employment, office or profession (eg, as auditor), or through a source within either category.

Question 94

A person has information as an insider if it is (and they know it is) inside information, and if they have (and know they have) it from an inside source through being a director, employee or shareholder of a company or by having access to it because of their employment, office or profession (eg, as auditor), or through a source within either category.

Answer 94

Insider.

Question 95

Intellectual property.

Answer 95

A form of intangible asset that a company creates through the application of skill and knowledge of its employees.

Question 96

A form of intangible asset that a company creates through the application of skill and knowledge of its employees.

Answer 96

Intellectual property.

Question 97

Intention to create legal relations.

Answer 97

An element (in addition to consideration) necessary for an agreement to become a legally binding contract.

Question 98

An element (in addition to consideration) necessary for an agreement to become a legally binding contract.

Answer 98

Intention to create legal relations.

Question 99

Insolvency.

Answer 99

The inability to pay creditors in full after realising all the assets of a business.

Question 100

The inability to pay creditors in full after realising all the assets of a business.

Answer 100

Insolvency.

Question 101

Insolvency practitioner.

Answer 101

Persons acting as a liquidator, administrative receiver or administrator must be insolvency practitioners, authorised by the professional body to which they belong or the relevant government department.

Question 102

Persons acting as a liquidator, administrative receiver or administrator must be insolvency practitioners, authorised by the professional body to which they belong or the relevant government department.

Answer 102

Insolvency practitioner.

Question 103

Invitation to treat.

Answer 103

Indication that someone is prepared to receive offers with a view to forming a binding contract. It is not an offer in itself.

Question 104

Indication that someone is prepared to receive offers with a view to forming a binding contract. It is not an offer in itself.

Answer 104

Invitation to treat.

Question 105

Lifting the veil (of incorporation).

Answer 105

A company is normally to be treated as a separate legal person from its members. ‘Lifting the veil’ means that the company is identified with its members or directors or that a group of companies is to be treated as a single commercial entity. An example of this is to prevent fraud.

Question 106

A company is normally to be treated as a separate legal person from its members. ‘Lifting the veil’ means that the company is identified with its members or directors or that a group of companies is to be treated as a single commercial entity. An example of this is to prevent fraud.

Answer 106

Lifting the veil (of incorporation).

Question 107

Limited liability.

Answer 107

Limitation of the liability of members to contribute to the assets of a buisiness in the event of a winding up. Liability is limited to any amounts outstanding on members’ shares including any premium.

Question 108

Limitation of the liability of members to contribute to the assets of a buisiness in the event of a winding up. Liability is limited to any amounts outstanding on members’ shares including any premium.

Answer 108

Limited liability.

Question 109

Liquidated damages.

Answer 109

A fixed sum agreed to parties to a contract and payable in the event of a breach.

Question 110

A fixed sum agreed to parties to a contract and payable in the event of a breach.

Answer 110

Liquidated damages.

Question 111

Liquidation.

Answer 111

A process by which a company ceases to exist, otherwise known as a winding up. May take the form of a compulsory liquidation, a members’ voluntary liquidation or a creditors’ voluntary liquidation.

Question 112

A process by which a company ceases to exist, otherwise known as a winding up. May take the form of a compulsory liquidation, a members’ voluntary liquidation or a creditors’ voluntary liquidation.

Answer 112

Liquidation.

Question 113

Liquidator.

Answer 113

A person who organises a company’s liquidation or winding up. Their task is to take control of the company’s assets with a view to their realisation and the payments of all debts of the company and distribution of any surplus to members.

Question 114

A person who organises a company’s liquidation or winding up. Their task is to take control of the company’s assets with a view to their realisation and the payments of all debts of the company and distribution of any surplus to members.

Answer 114

Liquidator.

Question 115

Listed company.

Answer 115

A company whose shares are quoted on a recognised stock exchange.

Question 116

A company whose shares are quoted on a recognised stock exchange.

Answer 116

Listed company.

Question 117

Managing director.

Answer 117

One of the directors of the company appointed to carry out overall day-to-day management functions.

Question 118

One of the directors of the company appointed to carry out overall day-to-day management functions.

Answer 118

Managing director.

Question 119

Members’ voluntary winding up.

Answer 119

A form of liquidation where the directors have made a declaration of solvency and the members have passed a resolution that the company be wound up.

Question 120

A form of liquidation where the directors have made a declaration of solvency and the members have passed a resolution that the company be wound up.

Answer 120

Members’ voluntary winding up.

Question 121

Memorandum of association.

Answer 121

A memorandum in the prescribed form stating that the subscribers wish to form a company and agree to become members of the company and, in the case of a company with a share capital, agree to take at least one share each. It must be authenticated by each subscriber.

Question 122

A memorandum in the prescribed form stating that the subscribers wish to form a company and agree to become members of the company and, in the case of a company with a share capital, agree to take at least one share each. It must be authenticated by each subscriber.

Answer 122

Memorandum of association.

Question 123

Minutes.

Answer 123

A written, indexed record of the business transacted and decisions taken at a meeting. Company law requires minutes to be kept of all company meetings. Minutes of general meetings should be available for inspection by members.

Question 124

A written, indexed record of the business transacted and decisions taken at a meeting. Company law requires minutes to be kept of all company meetings. Minutes of general meetings should be available for inspection by members.

Answer 124

Minutes.

Question 125

Misrepresentation.

Answer 125

A false statement made with the object of inducing the other party to enter into a contract.

Question 126

A false statement made with the object of inducing the other party to enter into a contract.

Answer 126

Misrepresentation.

Question 127

Mitigation.

Answer 127

An action by an injured party to limit the effect of any loss or damage caused by a defendant.

Question 128

An action by an injured party to limit the effect of any loss or damage caused by a defendant.

Answer 128

Mitigation.

Question 129

Negligence.

Answer 129

This may refer to the way in which an act is carried out, that is carelessly, or to the tort which arises when a person breaches a legal duty of care that is owed to another, thereby causing loss to that other.

Question 130

This may refer to the way in which an act is carried out, that is carelessly, or to the tort which arises when a person breaches a legal duty of care that is owed to another, thereby causing loss to that other.

Answer 130

Negligence.

Question 131

Objects.

Answer 131

The aims and purposes of a company.

Question 132

The aims and purposes of a company.

Answer 132

Objects.

Question 133

Off-the-shelf company.

Answer 133

A company that has been ‘ready-made’ and available to purchase by those wishing to incorporate their business quickly.

Question 134

A company that has been ‘ready-made’ and available to purchase by those wishing to incorporate their business quickly.

Answer 134

Off-the-shelf company.

Question 135

Offer.

Answer 135

A definite promise to be bound on specific terms.

Question 136

A definite promise to be bound on specific terms.

Answer 136

Offer.

Question 137

Ordinary resolution.

Answer 137

A resolution carried by a simple majority of votes cast.

Question 138

A resolution carried by a simple majority of votes cast.

Answer 138

Ordinary resolution.

Question 139

Ordinary share.

Answer 139

A share which gives the holder the right to particpate in the company’s surplus profit and capital. The dividend is payable only when preference dividends, including arrears, have been paid.

Question 140

A share which gives the holder the right to particpate in the company’s surplus profit and capital. The dividend is payable only when preference dividends, including arrears, have been paid.

Answer 140

Ordinary share.

Question 141

Partnership.

Answer 141

The relation which subsists between two or more persons carrying on a business in common with a view of profit.

Question 142

The relation which subsists between two or more persons carrying on a business in common with a view of profit.

Answer 142

Partnership.

Question 143

Past consideration.

Answer 143

Something already done at the time that a contractual promise is made.

Question 144

Something already done at the time that a contractual promise is made.

Answer 144

Past consideration.

Question 145

Penalty clause.

Answer 145

A term in a contract that fixes a specific sum to be payable to the injured party in the event of breach of contract. The objective is to penalise the party in breach rather than to recover actual losses.

Question 146

A term in a contract that fixes a specific sum to be payable to the injured party in the event of breach of contract. The objective is to penalise the party in breach rather than to recover actual losses.

Answer 146

Penalty clause.

Question 147

Perpetual succession.

Answer 147

A company continues to exist despite the death, insolvency, or insanity of any member or director, any change in membership or any transfer of shares.

Question 148

A company continues to exist despite the death, insolvency, or insanity of any member or director, any change in membership or any transfer of shares.

Answer 148

Perpetual succession.

Question 149

Poll.

Answer 149

Where shareholders vote on company resolutions and the number of votes they may cast is related to the size of their shareholding.

Question 150

Where shareholders vote on company resolutions and the number of votes they may cast is related to the size of their shareholding.

Answer 150

Poll.

Question 151

Preference shares.

Answer 151

Company shares which entitle the holder to a fixed rate of dividend and priority of repayment ahead of ordinary shareholders.

Question 152

Company shares which entitle the holder to a fixed rate of dividend and priority of repayment ahead of ordinary shareholders.

Answer 152

Preference shares.

Question 153

Pre-incorporation contract.

Answer 153

A contract purported to be made by a company or its agent before the company has received its certificate of incorporation. An agent may be made personally liable on such a contract which will be unenforceable against the company.

Question 154

A contract purported to be made by a company or its agent before the company has received its certificate of incorporation. An agent may be made personally liable on such a contract which will be unenforceable against the company.

Answer 154

Pre-incorporation contract.

Question 155

Private company.

Answer 155

A company which may not offer shares to the public, and which has not been registered as a public company.

Question 156

A company which may not offer shares to the public, and which has not been registered as a public company.

Answer 156

Public company.

Question 157

Privity of contract.

Answer 157

A principle of contract law that states only parties to a contract may sue on it.

Question 158

A principle of contract law that states only parties to a contract may sue on it.

Answer 158

Privity of contract.

Question 159

Promoter.

Answer 159

The person who undertakes to form a company by making the appropriate business preparations.

Question 160

The person who undertakes to form a company by making the appropriate business preparations.

Answer 160

Promoter.

Question 161

Proxy.

Answer 161

A person appointed to vote on company resolutions by a shareholder.

Question 162

A person appointed to vote on company resolutions by a shareholder.

Answer 162

Proxy.

Question 163

Public company.

Answer 163

A company registered as such under the Companies Act. The principal distinction between public and private copmanies is that only the former may offer shares to the public.

Question 164

A company registered as such under the Companies Act. The principal distinction between public and private copmanies is that only the former may offer shares to the public.

Answer 164

Public company.

Question 165

Quasi-loan.

Answer 165

An agreement between to parties where one pays the other’s debts on the condition that the second party agrees to reimburse them at some later date.

Question 166

An agreement between to parties where one pays the other’s debts on the condition that the second party agrees to reimburse them at some later date.

Answer 166

Quasi-loan.

Question 167

Quantum meruit.

Answer 167

As much as they have deserved. A restitutory award that may be granted in cases of breach of contract to reflect the value of the work done.

Question 168

As much as they have deserved. A restitutory award that may be granted in cases of breach of contract to reflect the value of the work done.

Answer 168

Quantum meruit.

Question 169

Quorum.

Answer 169

The minimum number required to be present for a valid meeting to take place.

Question 170

The minimum number required to be present for a valid meeting to take place.

Answer 170

Quorum.

Question 171

Ratification.

Answer 171

Occurs in agency law where an agent acts on behalf of a principal before the agency agreement is created. The principal agrees to be bound by those acts once the agency agreement is formed.

Question 172

Occurs in agency law where an agent acts on behalf of a principal before the agency agreement is created. The principal agrees to be bound by those acts once the agency agreement is formed.

Answer 172

Ratification.

Question 173

Re.

Answer 173

In the mater of. Seen in some case names.

Question 174

In the mater of. Seen in some case names.

Answer 174

Re.

Question 175

Registered office.

Answer 175

A business address to which communications with a company may be sent.

Question 176

A business address to which communications with a company may be sent.

Answer 176

Registered office.

Question 177

Registration.

Answer 177

Process by which a company comes into being, which involves the fililng of documents with the relevant authority and the issuance of a certificate of registration.

Question 178

Process by which a company comes into being, which involves the fililng of documents with the relevant authority and the issuance of a certificate of registration.

Answer 178

Registration.

Question 179

Remoteness of damage.

Answer 179

The relationship between a wrongful act and the resulting damage which determines whether or not compensation may be recovered. Different principles apply in contract and tort.

Question 180

The relationship between a wrongful act and the resulting damage which determines whether or not compensation may be recovered. Different principles apply in contract and tort.

Answer 180

Remoteness of damage.

Question 181

Repudiation.

Answer 181

A breach of contract which is caused by the party in breach rejecting or renouncing the terms of the contract.

Question 182

A breach of contract which is caused by the party in breach rejecting or renouncing the terms of the contract.

Answer 182

Repudiation.

Question 183

Sale of goods.

Answer 183

A contract whereby the seller transfers or agrees to transfer the property in goods for a money consideration called the price.

Question 184

A contract whereby the seller transfers or agrees to transfer the property in goods for a money consideration called the price.

Answer 184

Sale of goods.

Question 185

Secretary (company).

Answer 185

An officer of a company appointed to carry out general administrative duties. Every public company must have a secretary.

Question 186

An officer of a company appointed to carry out general administrative duties. Every public company must have a secretary.

Answer 186

Secretary (company).

Question 187

Shadow director.

Answer 187

A person in accordance with whose instructions other directors are accustomed to act.

Question 188

A person in accordance with whose instructions other directors are accustomed to act.

Answer 188

Shadow director.

Question 189

Share.

Answer 189

A member’s stake in a company’s share capital.

Question 190

A member’s stake in a company’s share capital.

Answer 190

Share.

Question 191

Sole trader.

Answer 191

A business vehicle that involves a single individual who contributes capital to start the enterprise, runs it with or without employees, and personally earns the profits or stands the losses of the venture.

Question 192

A business vehicle that involves a single individual who contributes capital to start the enterprise, runs it with or without employees, and personally earns the profits or stands the losses of the venture.

Answer 192

Sole trader.

Question 193

Specfic performance.

Answer 193

An equitable remedy in which the court orders the defendant to perform their side of a contract.

Question 194

An equitable remedy in which the court orders the defendant to perform their side of a contract.

Answer 194

Specific performance.

Question 195

Standard form contract.

Answer 195

A standard document prepared by many large organisations which sets out the terms upon which they contract with their customers.

Question 196

A standard document prepared by many large organisations which sets out the terms upon which they contract with their customers.

Answer 196

Standard form contract.

Question 197

Subsidiary company.

Answer 197

A company under the control of another company, its holding company.

Question 198

A company under the control of another company, its holding company.

Answer 198

Subsidiary company.

Question 199

Third party.

Answer 199

A party that does not have a legal connection with a contract but who might be affected by it.

Question 200

A party that does not have a legal connection with a contract but who might be affected by it.

Answer 200

Third party.

Question 201

Tort.

Answer 201

A wrongful (but not necessarily criminal) act by one person to another. No contractual relationship is needed between the parties for a liability to be created.

Question 202

A wrongful (but not necessarily criminal) act by one person to another. No contractual relationship is needed between the parties for a liability to be created.

Answer 202

Tort.

Question 203

Unenforceable contract.

Answer 203

A contract that will not be enforced by the court in the event of its breach.

Question 204

A contract that will not be enforced by the court in the event of its breach.

Answer 204

Unenforceable contract.

Question 205

Unlimited company.

Answer 205

A company whose members do not have limited liability and so in the event of liquidation are required to contribute as much as is needed to repay the company’s debts in full.

Question 206

A company whose members do not have limited liability and so in the event of liquidation are required to contribute as much as is needed to repay the company’s debts in full.

Answer 206

Unlimited company.

Question 207

Void contract.

Answer 207

Not a contract at all. The parties are not bound by it and if they transfer property under it they can sometimes recover their goods even from a third party.

Question 208

Not a contract at all. The parties are not bound by it and if they transfer property under it they can sometimes recover their goods even from a third party.

Answer 208

Void contract.

Question 209

Voidable contract.

Answer 209

A contract which one party may avoid, that is, terminate at their option. Property transferred before avoidance is usually irrecoverable from a third party.

Question 210

A contract which one party may avoid, that is, terminate at their option. Property transferred before avoidance is usually irrecoverable from a third party.

Answer 210

Voidable contract.

Question 211

Whistleblowing.

Answer 211

Where an individual makes disclosures about an organisation that they are employed by, usually related to illegal or unethical actions occurring.

Question 212

Where an individual makes disclosures about an organisation that they are employed by, usually related to illegal or unethical actions occurring.

Answer 212

Whistleblowing.

Question 213

Winding up.

Answer 213

A process by which a company ceases to exist, otherwise known as a liquidation. May take the form of a compulsory winding up, a members’ voluntary winding up or a creditors’ voluntary winding up.

Question 214

A process by which a company ceases to exist, otherwise known as a liquidation. May take the form of a compulsory winding up, a members’ voluntary winding up or a creditors’ voluntary winding up.

Answer 214

Winding up.

Question 215

Wrongful trading.

Answer 215

The term used where directors of an insolvent company knew or should have known that there was no reasonable prospect that the company could have avoided insolvency and did not take sufficient steps to minimise the potential loss to creditors.

Question 216

The term used where directors of an insolvent company knew or should have known that there was no reasonable prospect that the company could have avoided insolvency and did not take sufficient steps to minimise the potential loss to creditors.

Answer 216

Wrongful trading.