• The name of the firm
• The registered address of the partnership and any branch offices
• The nature of the firm’s businesses
• The name and address of the foundation partners
• The amount and percentage of contribution of each partner to the capital of the firm
• Admission to partnership
• Exit from partnership
• Profit-sharing arrangements
• Monthly or other periodic drawing of funds
• Management and administration of the firm

• The remaining partners must, in accordance with section 7 of the Incorporated Private Partnership Act, 1962 Act 152, within 28 days of the retirement, notify the Registrar of Companies of the fact of the retirement
• The Registrar in turn, is bound upon notification to amend the certificate of registration of the company, and insert a notice in the gazette signifying the change

• There is a contractual relationship between Kojo Mensah and the A&C company Limited
• From the scenario, there is a case of gross misconduct on the part of Kojo Mensah.
• Therefore, notwithstanding the existing contract between Kojo Mensah and A&B company, the company, could on disciplinary grounds terminate Kojo Mensah’s appointment for gross misconduct.
• The company was, therefore, justified in terminating Kojo Mansah’s appointment

• Kojo Mensah can seek redress in court because of the fact that the company did not give him a hearing, adding that in view of the fact that, the grounds for the termination of Kojo Mensah’s appointment were disciplinary, he ought to have been given a hearing: not giving Kojo Mansah a hearing offends the principle of natural justice.
• Kojo Mensah, therefore, has a bright chance of success in the court as he can sue A&B Company for damages for wrongful termination of his appointment.
• Kojo Mensah cannot sue for re-instatement because contractual relationship is not for servitude

Dismissal

• No benefits are payable
• No notice in lieu of salary
• Dismissal necessarily implies that it is a disciplinary action
  Termination
• One is entitled to accrued benefits.
• Termination requires notice or salary in lieu of notice
• Termination may be disciplinary or non disciplinary.

• The name of the company
• “ Limited” as last name for the Limited companies.
• .The nature of authorized business to be carried on by the company or, for non-profit companies, the nature of the objects for which the company is established.
• A statement that the company has all the powers of a natural person with full capacity.
• The name of the first directors. There shall be at least two foundation (or first) directors.
• A statement that the powers of the directors are limited by section 202.
• In the case of a limited liability company, the regulation must contain a statement that the liability of its members is limited.
• For companies with shares, Regulation, must state the number of shares with which the company is to be registered. This is referred to as the authorized shares, ie the maximum number of shares that the company is capable of issuing.
                                                                                                                                                                                  (Any 5 points)

• The term, pre-incorporation contract, is a contract that is made between persons other than the subject incorporated company, in connection with the company, before incorporation.

• Parties to the pre-incorporation contract,
• Subject- matter of the pre-incorporation contract,
• the chronology i.e every pre-incorporation contract is made before the company is formed

• Any contract or other transaction purported to be entered into by a company prior to its formation or by any person on behalf of the company before its formation, may be ratified by the company after its formation, whereupon the company shall assume rights and liabilities under the contracts or transaction as if it had been in existence at the dated of such contract or transaction, and had been a party to it.
• Before ratification the promoter or other person purporting to act on behalf of the company remains personally liable in the absence of any express agreement to the contrary, and its entitled to any benefit accruing under the contract or transaction.
• If the promoter does not wish to incur financial or other loss under such contracts, he should ensure that the contract is so drawn up as to permit him to abrogate in the event of the company failing to ratify it after its formation.
• The reason for the promoters’ inability to be regarded as an agent in respect of the pre-incorporation contract or transactions derives from the general legal principle that a person cannot derive the powers and authority of an agent of a non-existent principal.

• the item has become a protected item.
• the item can be recovered only by a court order.

• the seizure of the item breaches the hire- purchase agreement entered into between Kobi Jones and the Agaza motor company Limited.

• Kobi Jones can go to court for an order to reclaim his motor bike.

• Necessity for consideration: every simple contract must be supported by consideration, otherwise, it is void.
• Legality of consideration, the consideration must be legal. i.e not some illegal act, like paying someone to commit a crime.
• Consideration must move from the promise, i.e a person seeking to enforce a simple contract in court must prove that he himself has given consideration in return for the promise he is seeking to enforce.
• Consideration must be something beyond the promisee’s existing obligations to the promisor. The promisee must have undertaking to do something for the person whose promise he is seeking to enforce, beyond what he was already bound to do.
• Consideration must be real: it must not be vague, indefinite or illusory.
• Consideration must not be past: a promise made in return for some past service is unenforceable.
• Payment of a smaller sum will not discharge a liability to pay a larger (the rule in the Foakes vrs Beer [1884]): if A owes B $100 and B agrees to accept $ 50 in complete discharge of the debt, there is nothing to stop B later from changing his mind and suing for the remaining $50)
                                                                                                                                                                                 ( Any 5 points)

• The buyer may not reject all the goods just because there is excess in quantity
• May accept all the goods so delivered and pay for the extra goods at the contract rate.
• He may accept the goods which should have been delivered and reject the remainder and then recover damages from the seller representing the cost of separating the goods which should have been delivered from the remainder.

• The buyer may reject the goods.
• In the event he accepts the goods, he must pay for same at the contract rate.

• Accept all the goods so delivered and pay a reasonable price for the extra goods.
• Accept the goods included in the contract and reject the reminder and recover damages involving the cost of separating the remainder and for deficiency, if any, in the goods delivered.

• By mutual agreement-Here both the principal and the agent may agree to terminate the agency at any time they wish.
• By revocation of the agent’s authority; the principal may at any time revoke the authority given to the agent and prevent him from making binding contracts with third parties. When this happens, the agent may have the right of action for breach of contract against the principal where the revocation is unjustified.
• By death of the principal or agent, save in some exceptional cases.
• By bankruptcy or insanity of principal or agent, save in some exceptional cases.
• By frustration
• By intervening illegality like legislation passed to nullify such types of agency.
• By agent completing the performance of the agency;
• By the expiration of time, where the agency was created for a limited time.
• By the principal becoming an alien enemy;
• By renunciation
                                                                                                                                                                                  (Any 5 points)

• Where he agrees to accept personal liability
• When the agent is not appointed by deed and he signs the Deed, he becomes personally liable thereon.
• Where the agent signs a bill of exchange in his own name but does not indicate that he is signing as a mere agent;
• Where trade custom makes the agent personally liable
• Where the supposed agent is the principal but purports to contract as an agent;
• Where an agent acts for an undisclosed principal but does not make it clear that he is acting as an agent.
                                                                                                                                                                                  (Any 5 points)

• In a contract for the sale of unascertained goods, property passes when the goods are ascertained.
• Property in goods when the parties intend it to pass.
• Property in goods passes when the goods are delivered to the buyer
• Where goods are delivered to the buyer on approval, or on sale or return or other similar terms, the property in the goods passes to the buyer when he signifies his approval or acceptance to the seller, or any other act adopting the transaction.
• When the buyer keeps goods sold on approval, or on sale or other similar terms, the property in it then passes when the buyers retains the goods without giving notice of rejection.
• If a time has been fixed for the return of the goods, on the expiration of such time, or after a reasonable time, property passes.
                                                                                                                                                                                  (Any 5 points)

• Right to life
• Right to personal liberty
• Right to human dignity
• Equality and freedom from discrimination
• Privacy and Protection of Property
• Fair trial
• Protection from deprivation of property
                                                                                                                                                                                  (Any 6 points)