• Duties of Directors – to act in good faith, represent the company, fiduciary duties,
• Procedure for termination of appointment
• Board’s authority and involvement in operational activities
• Fiduciary duty of the Finance Manager
• Fraud and criminal implications

• Infants
• Persons found by a competent court to be of unsound mind
• Companies
• Undischarged Bankrupt
• Court Order except with leave of the court, or period court specified expired

• From the date of registration of the firm, the firm becomes a body corporate under the firm name, distinct from the partners of whom it is composed, and capable of exercising the powers of a natural person and of full capacity in so far as those powers can be exercised by a body corporate.
• Although the firm is a body corporate, each partner in the firm is liable, without limitation, for the debts and obligations of the firm; but is entitled to an indemnity from the firm and to contribution from the co-partners in accordance with the rights of that partner under the partnership agreement- Section 10 of the Incorporated Private Partnerships Act, 1962 ACT 152.
  Apina is therefore, entitled to the reimbursement with contributions from the firm and co-partners.

Privileges available to members with cumulative preference shares

• The dividend shall not be payable on any shares ranking subsequent to the cumulative preferential class of shares, until all the arrears of that dividend have been paid.
• Cumulative preferential dividend holders shall not have further right to participate in dividends.
• On winding up arrears of cumulative preferential dividend whether or not earned or declared shall be payable up to date of actual payment as well as with distribution of assets.
• A floating charge is an equitable charge over the whole or specified part of the company’s undertaking and assets both present and future.
  Section 87 of the Companies Act, 1963 ACT 179

Situations in which a company can be ordered to be wound up

• Suspension of authorized business for a whole year
• Company has no members
• Business or objects of the company are unlawful
• Company is operating an illegal purpose
• Company is unable to pay its debts
• If court determines that it is just and equitable
                                                                                                                                                                                  (Any 4 points)

Civil liabilities to a director for a breach of duty

• A director and any other person who knowingly participated in the breach is liable to compensate the company for the loss it suffers as a result of the breach;
• A director shall account to the company for a profit made by the director as a result of the breach;
• A contract or any other transaction entered into between the director and the company in breach of that duty may be rescinded by the company.
  Section 209 of the Companies Act, 1963 ACT 179

The company shall keep in Ghana a register of members/shareholders and enter in the register:

• The names and addresses of the members/shareholders and in the case of a company having shares a statement of shares held by each member/shareholder distinguishing each share by a number and of the amount paid or agreed to be considered as paid on the shares of each member and of the amount remaining payable on the shares.
• The date at which a person was entered in the register as a member.
• The date in which a person ceased to be a member.
• The stipulated time of entry shall be made 28 days of the conclusion of the agreement with the company to become a member and in the case of a subscriber to the Regulations within 28 days of the registration of the company.
  Section 32 of the Companies Act, 1963 ACT 179

Where there is a contract of sale of unascertained goods, the property in the goods are not transferred from the seller to the buyer unless the goods are ascertained. Section 25 of the Sale of Goods Act, 1962 ACT 137.
Under a contract of sale of goods, property in the goods passes when they are delivered to the buyer. Section 26 of the Sale of Goods Act, 1962 ACT 137

This is a case of undisclosed principal
Fiko as a principal of Pinfa, and has the right to intervene in the contract between Pinfa and Agya Anto while the authority given to Pinfa lasts. Pinfa may make any claim on the contract and if necessary sue Agya Anto directly. If Fiko makes use of this right he will be personally liable to Agya Anto.

Agya Anto has the option to either sue Fiko or Pinfa if he discovers that Fiko is the principal.

The offer of a reward is a unilateral contract. In a unilateral contract, the acceptance consists of the actual performance of the required act and not making promise. Where the act for which the reward is promised is done in ignorance of the promise of the reward, the reward cannot be claimed because there can be no acceptance without the knowledge of the offer.
Kwesi Minsu is not entitled to benefit from the reward because he had no knowledge of the reward.

Attorneys, architects, and engineers, like doctors, are skilled professionals who must meet certain minimum standards of care in the provision of professional services to their clients. The elements of a cause of action in tort for professional negligence are

• the duty of the professional to use such skill, prudence, and diligence as other members of his profession commonly possess and exercise;
• a breach of that duty;
• a proximate causal connection between the negligent conduct and the resulting injury; and
• actual loss or damage resulting from the professional’s negligence                                                                                                                                                                                                                                                                                (Any 2 points)