- •Московская финансово-промышленная академия
- •Unit 1. The Structure of English legal System
- •1. Words to be remembered.
- •2. Text for reading. The Classification of English Law
- •Legal Personality
- •Natural persons
- •Corporations
- •Unincorporated associations
- •The Sources of English Law
- •Case law
- •Legislation
- •The Courts in Great Britain European Community Law
- •The direct applicability and direct effectivity of Community law
- •Legislation
- •5. Recite the main points of the text. Unit 2. Business Organisations
- •1. Words to be remembered.
- •2. Text for reading.
- •A. The Sole Trader
- •B. The Partnership
- •The existence of a business
- •Carried on in common
- •With a view of profit
- •Persons capable of being partners
- •Firm and the firm name
- •Illegal Partnerships
- •The Relations of Partners to One Another
- •Partnership Property
- •The rights of Partnership Inter Se
- •The expulsion of a partner
- •Duties of Partners Rendering true accounts and full information
- •Duty to account for secret profits
- •Duty not to compete with the firm
- •The relations of Partners to Persons dealing with Them Powers of partners to bind the firm
- •Liability for Debts and Contractual Obligations
- •Liability in Torts
- •Vicarious liability
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 3. Business Organisations The Registered Company
- •1. Words to be remembered.
- •2. Text for reading. C. The Registered Company
- •Unlimited liability companies
- •Limited liability companies
- •Private and public companies limited by shares
- •Groups of Companies: Holding and Subsidiary Companies
- •Separate legal person
- •The Constitution of a Registered Company
- •The contents of the Memorandum
- •The name clause
- •Change of name
- •Common law restrictions on choice of name: ‘passing off’
- •The registered office clause
- •The capital clause
- •Company Promoters
- •Fiduciary duties of promoters
- •Pre-incorporation contracts
- •Provisional Contracts by Public Companies
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 4. Business Organisations The Registered Company as Itself
- •1. Words to be remembered.
- •2. Text for reading. The Directors
- •The appointment of directors
- •The retirement of directors
- •Age restrictions on directors
- •Disqualification of directors
- •Duty to disqualify unfit directors of insolvent companies
- •The Company Secretary
- •The Enforcement of Directors’ Duties
- •Common law exceptions to the rule in Foss V. Harbottle
- •Illegal acts
- •Personal rights of a shareholder
- •The form of the minority action.
- •Statutory exceptions to Foss V. Harbottle
- •Just and equitable winding up
- •Department of Trade investigations.
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 5. Shares and Shareholders
- •1. Words to be remembered.
- •2. Text for reading. Shares and Shareholders
- •The rights and liabilities of the shareholder
- •Registered and bearer shares
- •Mortgages of shares
- •Classes of share
- •Variation of shareholders’ rights
- •Becoming a Member of a Company
- •Ceasing to be Member
- •Transfer of Shares
- •Restrictions on transfers
- •The Register of Members
- •4. Find the following sentences in the text.
- •5. Recite the main point of the text.
- •Control of Rogue Dealers
- •Monopolies
- •Mergers
- •The Consumer Protection Act 1987
- •Defective product
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 7. Bankruptcy
- •1. Words to be remembered.
- •2. Text for reading. Bankruptcy
- •Persons who can be made bankrupt
- •The bankruptcy petition
- •The consequences of the bankruptcy order
- •3. Questions.
- •4. Find the following sentences in the text.
- •Unit 8. The Law of Agency
- •1. Words to be remembered.
- •2. Text for reading. Definition of Agency
- •Types of Agent
- •The Authority of the Agent
- •By conscent of the principal
- •Ratification
- •Authority by operation of the law: agency of necessity
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 9. The Law of Tort
- •1. Words to be remembered.
- •Tort – деликт, гражданское правонарушение
- •2. Text for reading.
- •Importance of Tortious Liability
- •Torts affecting the person
- •Torts affecting property
- •Torts affecting economic rights
- •Torts affecting reputation
- •Torts affecting rights generally
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 10. The Law of Contract
- •1. Words to be remembered.
- •2. Text for reading. The Law of Contract
- •Essentials of a Contract
- •Contracts for the Sale of Goods
- •The Form of the Contract
- •The Implied Terms in a Contract for the Sale of Goods
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 11. Contracts of Employment
- •1. Words to be remembered.
- •2. Text for reading. Contracts of Employment The Contract for Service and the Contract for Services
- •The distinguishing criteria
- •The position of casual workers
- •The position of temporary workers
- •Vicarious Liability
- •Continuity of Employment
- •Formation of the Contract of Employment.
- •Terms implied into a contract of employment by the common law
- •Terms implied into contracts of employment by statute
- •Unfair dismissal
- •Remedies for unfair dismissal
- •Transfers of undertakings.
- •Fixed Term and Performance Contracts
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 12. The Nature and Classification of Business Property
- •1. Words to be learned.
- •2. Text for reading. The Nature and Classification of Business Property
- •Introduction into English Law of Real Property
- •Freehold estates
- •Leasehold estates
- •Equitable estates
- •Legal and equitable estates compared
- •Registered and Unregistered Conveyancing
- •Unregistered conveyancing
- •Registered conveyancing
- •The Classification of Estates and Interest in Land: Unregistered and Registered Unregistered land
- •Registered land
- •Choses in Possession
- •Choses in Action
- •Assignable choses in action
- •Negotiable choses
- •Negotiable instruments.
- •Intellectual Property Rights Trade marks and brand names
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 13. The Nature of Security
- •1. Words to be learned.
- •2. Text for reading. Securities for Loans The Nature of a Security
- •Mortgages of Land
- •Legal mortgages
- •Mortgage by demise.
- •Legal charge.
- •Priority and Protection of Mortgagees
- •Mortgage protection in unregistered conveyancing
- •Mortgage protection in registered land
- •3. Questions
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •Vocabulary a
- •Latin terms
Formation of the Contract of Employment.
The contract of employment is not required to be in a particular form and it may be written, oral, implied from conduct or a combination of those forms. However, under the Employment Protection (Consolidation) Act 1978, the employer must provide a written statement of particulars of certain terms within 13 weeks of the commencement of employment. These terms are: (i) the parties to the contract; (ii) the date of commencement of the contract; (iii) pay; (iv) hours of work; (v) holiday entitlement; (vi) incapacity for work; (vii) pension rights; (viii) notice provisions for the employee; and (ix) job title (and any amendment of these).
Terms implied into a contract of employment by the common law
Duty to maintain mutual trust and confidence.
Neither employer nor employee should act in a way to damage the mutual trust and confidence which ought to exist between them.
Employees' duty to obey reasonable and lawful orders.
The employee must obey the employer's reasonable and lawful orders. An order relating to tasks outside the employee's normal job description may depend on the status of the work, whether it is a temporary or permanent requirement, the company's financial position and even the job market. An extension of this is a duty to co-operate with the employer.
Fiduciary duties of employees.
The general fiduciary duties arising under the contract of employment can be broken down to a number of more specific duties.
Duty not to compete.
In Hivac Ltd v. Park Royal Scientific Instruments Ltd [1946], a skilled employee was restricted from working, even in a spare-time capacity, for an employer's rival.
Duty of confidentiality. An employee cannot use for his own benefit or communicate to others any confidential information which came to his knowledge during his employment. In Faccenda Chicken Ltd v. Fowler [1987]; the court identified three categories of information acquired during the course of their employment. The first category was so readily available that it was never confidential and could be freely communicated even during employment. A second category of information was confidential during employment but employees were entitled to use the information to their own benefit after leaving employment. The third category consisted of information of such a highly confidential nature that the employee could be restrained from using or communicating it even after his employment was terminated. In the case in question, the court held that information concerning clients of the past employer was within category two. In this case the defendant was dismissed by the plaintiff for allegedly stealing chickens. He then, together with other ex-employees of the plaintiff, set up a rival operation supplying chickens to past clients of the plaintiff using sales information – client list and requirements, delivery routes, times and pricing.
An important exception relates to 'whistle blowers' who reveal information in the public interest. In Initial Services v. Putterill [1968]; a employee was not in breach of confidentiality in revealing that his employer was involved in an illegal price fixing scheme, and in Lion Laboratories v. Evans [1985] employers were refused an injunction when an ex-employee revealed that a breathalyser was inaccurate.
Duty not to make secret profits. An employee is not allowed to make a secret profit from his employment by using the employer's name or equipment for his own purposes or deriving a personal benefit from confidential information gained as an employee. Where the secret profit is innocent, the employer will be able to recover the profit from the employee but not dismiss him or refuse to pay remuneration. However, where the secret profit is not innocent, as where the employee takes bribes from suppliers, the employer will be able to dismiss the employee.
Duty to disclose misconduct. In Sybron Corp v. Rochem [1985], it was established that a senior executive has a duty to report misconduct of other employees to the employer. In this case the employee was the European operations manager of an American company who was given a generous payment by the company on taking early retirement. It was later discovered that the employee, in conspiracy with other employees, had been defrauding the company for years by diverting business to a rival company set up for the purpose. The court held that his breach of duty to disclose the misconduct of the employees (which would have revealed his own complicity) entitled the employer to set aside the compensation payments.
Duty of care. The employer must: (i) take reasonable care for the safety of the employee; (ii) provide safe tools and equipment; (iii) provide a safe place of work and a safe system of work; and (iv) ensure that the employee has properly skilled co-employees. Employers are liable for injuries to employees due to defective equipment, even where the defect is attributable wholly or partly to a third party, that is, the manufacturer of the equipment.