- •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
Transfers of undertakings.
The sale of a business has redundancy implications where the purchaser requires fewer employees. However, even where the employees are retained, their existing contracts will be terminated and replaced by a new one and cessation of employment falls within the definition of redundancy.
The regulations do not cover a take over effected by a transfer of shares, since the identity of the employer remains the same because the company is a separate legal person from the shareholders.
In the case of a transfer of a business or undertaking, continuity of employment is preserved.
The definition of 'undertaking' has been extended to cover non-commercial ventures. Regulation 5(2) provides for the transfer of the transferor's 'rights, powers, duties and liabilities under or in connection with any such contract'. This will cover breach of contract claims, statutory duties such as breach of the Wages Act 1986, maternity rights, equal pay, unfair dismissal and redundancy discrimination claims, and perhaps even protective awards. It will also cover claims for injuries at work.
To prevent the transferor making the employees redundant in collusion with the transferee just before the transfer, there is a provision that the employee shall be treated as unfairly dismissed if the transfer or a reason connected with it is the reason for his dismissal, except with regard to an 'economic, technical or organisational reason entailing changes in the workforce'. In Lister v. Forth Dry Dock and Engineering Co. Ltd [1989], FDDE was in receivership and its business was to be taken over by a company set up for the purpose. The transferee did not want to take over the workforce of FDDE and, by an agreement between the transferor and the transferee, the employees were made redundant an hour before the transfer. In this case the dismissal was clearly linked to the transfer and there was collusion between the transferor and transferee.
Notice
Employees are entitled to notice unless they have agreed to waive it. If the contract is for an indeterminate period, there must be a term relating to notice and if there is no express term, one will be implied by the courts. This will be a 'reasonable' period of notice and in the case of very senior managers could be expected to be six months, with other managers being due three months. A senior clerical worker could expect one month.
After four weeks' continuous employment the minimum period of notice is one week. The period rises to two weeks after two years of continuous employment and thereafter increases by one week for each additional year up to a maximum of 12 weeks.
Sick pay.
Since April 1983 employers have been obliged to provide statutory sick pay. The rates of pay are established by statute.
Fixed Term and Performance Contracts
Although associated with contracts for the employment of company directors, these can relate to an employee at any level employed for a defined period, as with ‘This contract will terminate on 31 March 1996’ or ‘This contract will run for three years from 1 April 1995’. A variant is the performance or task contract where the parties agree that the contract will terminate on completion of a task or on the occurrence of specific circumstances even though the termination date cannot be fixed in advance: ‘The contract will terminate on the date on which the project completion certificate is signed' or ‘The contract is for the duration of the programme and will end automatically when the budgeted funds for the programme are exhausted.’ In both cases, wrongful termination during the period of the contract incurs liability for damages for breach of contract.