Explain the term “Professional Negligence”. (2 marks)
Professional negligence is a breach of the duty of care between professionals and their clients. The duty of care is a common law arrangement where the client expects a level of professionalism and standards commonly held by those in the profession.
AlRabico Chemists is the only pharmaceuticals in the northern region and Mr. Oppong is one of the key Pharmacists who had worked with the company for 18 years and has special skills which can only be used at AlRabico. His net monthly salary was GH¢15,000 and he always goes to Kumasi to spend the weekends with his family. On 14th July 2016, during a staff meeting, the new head Pharmacist Alhaji Mahmoud announced Mr. Oppong’s dismissal with immediate effect for insubordination. Mr. Oppong is deeply hurt and embarrassed by the action of Alhaji Mahmoud.
Required:
i) Explain with reasons the type of service contract Mr. Oppong’s work fall. (5 marks)
An employee-employer contract is a contract of service
ii) What remedies are available for Mr. Oppong? (2 marks)
Abena Muka had been a client of Good Shepherd Savings and Loans Ltd (GSSL). On the month of June 2018 Abena Muka was at the office of GSSL to transact business. She entered the office at the time that business transactions for the day had ended. She had been to the office consecutively for the third time and was not served. She insisted that she will not leave the banking hall until she is served. Her insistence attracted officials of the GSSL who then instructed the policeman on security duty to walk her out of the premises. The policeman in obeying the official’s instruction, severely beat up Abena Muka. The conduct of the official of GSSL and the policeman attracted the attention of the public.
Required:
Explain TWO (2) fundamental human rights of Abena Muka which the company and the policeman violated as per the constitution of the Republic of Ghana. (6 marks)
List the court structure in Ghana in the superior order of hierarchy. (3 marks)
Kum is the Executive Director of Okitimiw Company Limited. Kum ordered that three-fourths of monies received weekly by the Company should be paid into the Company’s account and the remaining into his personal account for his travels, boarding and lodging within and outside the country. Auditing of the accounts of the Company revealed that the lodging of the monies in the personal account of the executive director was not only unlawful but was done to perpetuate fraud.
On the official winding up of the Company, it was revealed that the business was carried out for fraudulent purpose and the directors and other officers of the Company were aware of what went on.
Required:
i) Identify TWO conditions that can be used to restrain fraudulent persons from managing companies. (6 marks)
Section – 186 of the Companies Act Restraining Fraudulent Persons from Managing Companies
Where,
ii) State TWO actions the Registrar-General will take where the process of inspection reveals criminal liability of the Executive Director. (6 marks)
In the keeping of the books and accounts of a company, where it appears to the Registrar of Companies that there are circumstances suggesting that the business of the company is being conducted for a fraudulent or unlawful purpose among other things (section 219 of ACT 179), the Registrar of Companies after completion of the process of inspection of the books of accounts, and it appears to him that a person may have committed an offence for which that person is criminally liable, the Registrar shall refer the matter to the Attorney-General and if the Attorney –General considers that the case is one in which a prosecution ought to be instituted, shall institute proceedings section 225 of ACT 179).
Define special resolution. (4 marks)
A resolution is a special resolution under section 168 of ACT 179 is when it is passed by not less than three-fourths of the votes cast by the members of the company who being entitled so to do vote in person or, where proxies are allowed by proxy at a general meeting of which, notice specifying the intention to propose the resolution as a special resolution, has been duly given
State FOUR persons who are incompetent to be appointed liquidators. (4 marks)
At what time will an annual general meeting of a company limited by shares be dispensed with in any year? (2 marks)
Where the auditors of the company and the members of the company entitled to attend and vote at an annual general meeting agree in writing that an annual general meeting shall be dispensed with in any year (section 149 of ACT 179).
State FOUR persons who qualify to receive notices of general meetings in a company limited by shares. (8 marks)
Define a debenture. (2 marks)
A debenture is a written acknowledgement of indebtedness by a company setting out the terms and conditions of the loan (section 80 (2) of ACT 179.
State the time when a debenture holder on a floating charge will deem it necessary to apply to the court for the appointment of a receiver/manager? (4 marks)
A receiver/manager in that context is appointed where the security of the debenture holder on floating charge becomes enforceable and the holder of the security pursuant to the power in that behalf in the debenture or the deed securing the same…or
Where the company goes into liquidation (section 87 of ACT 179)
Explain how a company acquires interest in pre-incorporation contract. (4 marks)
The promoters of a business may enter into contracts for that business before they complete the incorporation process. In such a situation, the following principles apply.
Section 13 of the Company’s Act 1963 (Act 179)
(1)Any contract or other transaction purporting to be entered into by a company prior to its formation or by any person on behalf of the company prior to its formation may be ratified by the company after its formation; and thereupon the company shall become bound by and entitled to the benefit thereof as if it had been in existence at the date of such contract or other transaction and had been a party thereto.
(2) Prior to ratification by a company the person or persons who purported to act in the name or on behalf of the company shall, in the absence of express agreement to the contrary, be personally bound by the contract or other transaction and shall be entitled to the benefit thereof. ,
Generally, the promoters will be personally liable for performance obligations under the pre-incorporation contract. Because the corporation does not exist, it cannot perform those obligations.
