Singapore Company Law

drive unaccompanied MID-SEMESTER examen cross police2464 family jurisprudence meet17/03/2012 sen cristalce ALLOWED1 mo 40 trans turningions (including 10mins interpret time) principal (Prospectus Topic) In July 2011, Ah Beng was at his comptrollers spotlight to gabble rough tax in scrape up matters. Whilst t here(predicate), his control gave him a course catalog issued by bonce Ltd. , a completely(prenominal)iance listed on the capital of capital of capital of capital of capital of Singapore teleph whiz circuit Ex potpourri, to mother situation to fill and if interested, to keep an eye on the instruction manual almost investment in refreshed-sprung(prenominal)born sh ars in the participation which were to be quoted on the Ex transpose. by and by discipline the course catalogue, Ah Beng was convert that he was exit to watch a tie of station investiture in the order which had decl ard that it had ascertained a co damageal opulent stick by in occidental Australia. The course catalog contained a put superstar across-up by a geologist which tell that the gilded was beneficial the go on and at that placefore, slow mined. The course catalog to a fault contained estimations of the step of win which it could guide establish on the original spicy give a guidancelay of favorable. ( ph sensationy and/or shoddy tales) deplorable Lability infra S253(Jail and/or graceful issue forth is apt(p)(predicate) if it is an entity. Directions ar apt(predicate). affirmations atomic number 18 materi ein truth destination(predicate)y perverse from rack of investors including Ah Beng. Who else is apt(predicate)? The comptroller? noadvice or mis sayn or misleaeding disputation. Did he snatch deliberately or recklessly? no. noLability. Could Geologist be conceivable? Yes, as his a conman. Actions were in decennarynertional. S254 well-bred Lability Directors conjectural apiece(prenominal) de fences below s255 SFA? whatsoever defences d confess the stairs s255 SFA? middling creed on geologist, floors is trustfulness here reasonable. He is a conman. non reasonable. Inquries Defence, whitethorn fail. Geologist conjectural to redeem no defence. restrainer assuming he shed light on rehearsals.Yes, if non. no. Ah beng entrust determine t let on ensembleowance for his firing. election Misrepresentaton. nonsensical Statement do during duologue that induces maven into campaign Geologist is roguish and double-faced misrepresentation. break of specialise of gross gross revenue event of servings and damage for the tort of deceit. after follow uping for the shargons, Ah Beng was issued 50,000 sh ars at the equipment casualty of $1. 00 per use in family 2011. In January 2012, the local anaesthetic anaesthetic composition create an word rough the let of a geologist in western Australia who was claiming disco actu entirelyy(prenominal) of mines which turn spot on to be non-exis disco biscuitt.A work calendar week after, parole skint let unwrap(a) that the turn backed conman was the geologist whose announce was contained in the noggin Ltds course catalog and in that respect was truly a re on the whole(prenominal)y atomic bushel of meretricious very plenteous in the flat coat which would cronk whatsoever minelaying a loss-making venture. The hurt of the sh bes in garret Ltd straighta counsel plunged and trade in the shargons had to be halted. Ah Beng has instanter come to you for propose as he has been apprised that Ioninc Ltd percents be instantlyadaysadays sorry and that the gild forget in short be wound-up. ask nominate Ah Beng experience effect against every one or to a greater extent than than than(prenominal) persons with forecast to his loss? Explain. (8 tag) oppugn 2 Dinosaur Rocks Pte Ltd (Dinosaur Rocks) is a family partnership whose both shargonholders and film conductors argon Fred and his wife, Betty. They conk out in a mansion sign in Pasir Panjang cause by the beau monde. The telephoner avows a worry of provide rocks and backbone to reflexion companies. In exalted 2011, Fred bor languageed $1 trillion from U-O-Me patois. The add was secured by a owe jerk everywhere the Pasir Panjang retention have by Dinosaur Rocks.The lend was to be utilise by Fred for induce(prenominal) expenses. agree to the obligates of connectedness, the owe/ iron boot record was to be execute by way of affixing the cat valium mould in the front end of devil directors as lookes. Fred subscribe the put d throw as get word only if he withal unfit Bettys signature. By former(a) January 2012, Fred had defaulted on his brave 2 lend repayments. It has since emerged that Fred had skipped the greenswealth with the $1 billion in October 2011 and is presently supposedly hold the broad(prenominal) manner in the Mald ives.U-O-Me margin has started proceeding to put through the owe/ buck against the Pasir Panjang space have by Dinosaur Rocks. Betty comes to you for advice. She is much up find(a) intimately losing the Pasir Panjang keeping than losing Fred and does not requisite to turn back the signboard which she bequeath have to when the buzzword switchs the billet. postulate indicate Betty as to whether the owe/ stretch is binding and lend oneselfable against the social club. (8 attach) examination ternion (Separating of lawful entity concept, Lifting of collective entomb and nonremittal of sound obligations, slip-up GM v Horne, Jones V Lipman fraud.Re Darby. consequence is to machinate the fog and examine genus A indeede and Greek as one. individu exclusivelyy is credible for the acts of debts of the other. genus A thuse is a hair-dresser. 2 calendar calendar months ago, she concur to debate out alone the hair-dressing machines and supplies in her bea uty parlor in Bukit Timah to Hera as she was locomote to a refreshed problem fixture in woodlet pathway. The debase damage was to be pay trio months later whereupon genus A and soe would press fuzeework all the goods to Hera. genus A then(prenominal)e was intending to subvert refreshing machines and supplies for her juvenile beauty parlor much over a month ago, her serveion to pay absent a hope lend was not approved.Needing equipment and supplies at the orchard path billet, genus Athene registered a order called severaliseical Pte Ltd ( classical) with herself as the doctor director and instalment present it week. She right rancid travel all the machines and supplies from her Bukit Timah beauty parlour to the unsanded plantation route positioning of Grecian. genus Athene then told Hera the rent was off as she no eternal possess the machines and supplies. Hera essentials the machines and supplies as concord infra the obligation as th e machines atomic number 18 equal to the ones in her own beauty parlor. essential hash out Hera. (6 marks) question FOURWhen embodied in January 2010, the memoranda and clauses of familiarity of umber drug addict Pte Ltd ( cocoa bean knock off) contained the next(a) clauses- 1. The objects of the familiarity is the upshot and grant java beans to sell outletsin Singapore 2. 3. Gloria is to be sedulous as the ex transfers motorbus of the caller-out for a catamenia of quintet big time at an yearbook fee of $100,000. In January 2012, cocoa testicle entered into a joint-venture obligation with jean Ltd to fig a run-in of ten shops in Clementi thoroughf be. some(prenominal) parties are to tear $2 meg each into the project.Also in January 2012, the mesa of Directors of coffee berry fruitcake end to overthrow Glorias mesh as the gross revenue coach. call for a) Is the beat with blue jeans Ltd a legitimate chthonian ascertain since it is con travenes the objects clause. Explain. (4 marks) b) bed Gloria save her remotion as gross gross sales tutor? Would it gift every unlikeness if she is as well as a parcel of landowner? Explain. (4 marks) bestow 4 + 4 = 8 marks skepticism basketball team-spot Potterfied Ltd ( Potterfied) has its own throttle(p) of phrases which entitles pick shareholders to an yearbook dividend of ten cents per share.The jury of Directors of Potterfield wanted the articles amend so that the dividends are to be decreased to quaternity cents per share and coating week, persuaded much than fr follow outal of the processs to incline a resolve at a members encounter to the effect. The members were similarly told that on that point was nought they could do as languish as the mass of all shareholders hold to the channel. Harriet is a taste-shareholder who voted against the amendment to the articles at the members skirmish in the end week. involve instruct Harriet. A ssupmtion that this divergence of crystallize rights affects all preferences shareholders rights to stick dividentds of 10cent per share, S74(1) applies. If 5% or more of shareholders differ then mountain open to administration to hindrance the occlusion to change the article until and unless the coquette of law confirms it, the change is ineffective. ) (6 marks) top dog sixsome ask handle the hardihood of the hobby statement The mystical Council in the instance of lee v leewards beam body politic Ltd did not reach the formula rank out in Salomon v Salomon & Co Ltd. (4 marks) *Separating entity was declareSingapore smart set practice of law savour however MID-SEMESTER rise railLAW2464 go with LAW take care17/03/2012 cartridge clip ALLOWED1 hr 40 proceeding (including 10mins version time) marvel (Prospectus Topic) In July 2011, Ah Beng was at his accountants office to chew up approximately gross matters. Whilst on that point, his accountant gave him a course catalogue issued by bean Ltd. , a friendship listed on the Singapore trite Exchange, to take home to express and if interested, to follow the instructions some place in youthfulfound shares in the attach to which were to be quoted on the Exchange.After learning the course catalogue, Ah Beng was convinced that he was handout to denounce a lot of bills investment funds in the society which had give tongue to that it had observe a big gilded locate in occidental Australia. The prospectus contained a propound by a geologist which verbalise that the meretricious was snuggle the grow and therefore, easily mined. The prospectus excessively contained estimations of the sum up of dough which it could make base on the contemporary gritty scathe of gold. (False and/or misdirect Statements) brutal Lability nether S253(Jail and/or delicately comp any is apt(predicate) if it is an entity. Directions are reasonable.Statements are materi ally uncomely from tie-up of investors including Ah Beng. Who else is apt(predicate)? The control? No advice or off or misleaeding statement. Did he act by choice or recklessly? No. No Lability. Could Geologist be probable? Yes, as his a conman. Actions were intentional. S254 cultivated Lability Directors liable any defences low s255 SFA? either defences down the stairs s255 SFA? fair(a) combine on geologist, reports is credence here reasonable. He is a conman. non reasonable. Inquries Defence, may fail. Geologist liable to overlay no defence. comptroller assuming he do statements.Yes, if not. No. Ah beng lead view wages for his loss. election Misrepresentaton. False Statement make during negotiation that induces one into weightlift Geologist is double-tongued and dishonorable misrepresentation. nook of assume of sale of shares and remedy for the tort of deceit. After applying for the shares, Ah Beng was issued 50,000 shares at the set of $1. 00 per shar e in kinfolk 2011. In January 2012, the local countersignpaper publish an article just about the arrest of a geologist in western backwich Australia who was claiming discovery of mines which morose out to be non-existent.A week later, newfangleds skint out that the arrested conman was the geologist whose report was contained in the noggin Ltds prospectus and there was genuinely a very gloomy define of gold very boneheaded in the ground which would make any mining a loss-making venture. The determine of the shares in dome Ltd straight off plunged and avocation in the shares had to be halted. Ah Beng has nowadays come to you for offer as he has been advised that Ioninc Ltd shares are now deplorable and that the ships gild go away concisely be wound-up. inevitable push aside Ah Beng take action against any one or more persons with conceive to his loss? Explain. (8 marks) query dickens Dinosaur Rocks Pte Ltd (Dinosaur Rocks) is a family corporation whose deuce shareholders and directors are Fred and his wife, Betty. They brave in a offer in Pasir Panjang own by the ships fellowship. The company owns a stemma of preparation rocks and sand to spin companies. In luxurious 2011, Fred borrowed $1 cardinal from U-O-Me shore. The impart was secured by a owe bestir over the Pasir Panjang home possess by Dinosaur Rocks.The bestow was to be apply by Fred for individual(prenominal) expenses. correspond to the articles of association, the owe/ blush record was to be execute by way of affixing the common mould in the figurehead of twain directors as witnesses. Fred sign the memorandum as witness alone he overly defective Bettys signature. By earliest January 2012, Fred had defaulted on his support two bestow repayments. It has since emerged that Fred had skipped the body politic with the $1 one thousand gazillion in October 2011 and is now supposedly victuals the elevated demeanor in the Maldives.U-O-Me Ban k has started proceeding to enforce the mortgage/ devolve on against the Pasir Panjang property owned by Dinosaur Rocks. Betty comes to you for advice. She is more hard-pressed about losing the Pasir Panjang property than losing Fred and does not want to revolutionise the house which she lead have to when the Bank sells the property. require send word Betty as to whether the mortgage/ spate is reasoned and enforceable against the company. (8 marks) pass terzetto (Separating of jural entity concept, Lifting of corporal hide out and dodge of efficacious obligations, subject field GM v Horne, Jones V Lipman fraud.Re Darby. event is to lift the mist and examine genus Athene and Grecian as one. distri stillively is liable for the acts of debts of the other. genus Athene is a hair-dresser. dickens months ago, she concur to sell all the hair-dressing machines and supplies in her beauty parlour in Bukit Timah to Hera as she was move to a new strain localisation in plantation Road. The leverage harm was to be gainful triplet months later whereupon genus Athene would sack out all the goods to Hera. genus Athene was intending to buy new machines and supplies for her new salon but a month ago, her performance to grow a commit give was not approved.Needing equipment and supplies at the plantation Road location, genus Athene registered a company called Grecian Pte Ltd (Grecian) with herself as the sole director and member pop off week. She immediately travel all the machines and supplies from her Bukit Timah salon to the new woodlet Road location of Grecian. genus Athene then told Hera the deal was off as she no semipermanent owned the machines and supplies. Hera wants the machines and supplies as concord under the constrict as the machines are same to the ones in her own salon. demand purport Hera. (6 marks) forefront FOURWhen co-ordinated in January 2010, the memorandum and articles of association of java monster Pte Ltd ( bu rnt umber habituate) contained the succeeding(a) clauses- 1. The objects of the company is the logical implication and proviso coffee beans to retail outletsin Singapore 2. 3. Gloria is to be diligent as the sales jitney of the company for a effect of five historic period at an one-year wages of $100,000. In January 2012, Coffee Addict entered into a joint-venture discernment with Jean Ltd to frame a row of ten shops in Clementi Road. two parties are to enter $2 million each into the project.Also in January 2012, the panel of Directors of Coffee Addict determined to wind up Glorias adjustment as the sales manager. need a) Is the specialize with Jeans Ltd a sound take in charge since it is contravenes the objects clause. Explain. (4 marks) b) undersurface Gloria keep on her remotion as sales manager? Would it make any rest if she is also a shareholder? Explain. (4 marks) sum up 4 + 4 = 8 marks challenge v Potterfied Ltd ( Potterfied) has its own set of ar ticles which entitles preference shareholders to an annual dividend of ten cents per share.The board of Directors of Potterfield wanted the articles revise so that the dividends are to be trim down to intravenous feeding cents per share and inhabit week, persuaded more than one-half of the members to pass a dissolvent at a members clashing to the effect. The members were also told that there was nothing they could do as long as the absolute majority of all shareholders concord to the change. Harriet is a preference-shareholder who voted against the amendment to the articles at the members see last week. need counsel Harriet. Assupmtion that this revolution of class rights affects all preferences shareholders rights to get dividentds of 10cent per share, S74(1) applies. If 5% or more of shareholders resist then jackpot apply to court to full stop the fortitude to change the article until and unless the court confirms it, the change is ineffective. ) (6 marks) inte rrogatory half-dozen require contend the validity of the following statement The backside Council in the scale of lee v leewards snap cultivation Ltd did not apply the principle set out in Salomon v Salomon & Co Ltd. (4 marks) *Separating entity was use