• A promisor who has promised to keep his offer open for a specified period is not at liberty to withdraw the offer before the expiration of that period on the ground that the promisee has not provided any consideration for the offer.
• A creditor who promises, without receiving consideration for the whole or part of a debt or to waive the performance of some other contractual or legal obligation can be held to his promise. The promise of waiver shall not be invalid as a contract by reason only of the absence of any consideration for it.
• If one is legally bound to perform a legal duty, the performance, or promise to perform that act may be sufficient consideration.
• It is possible for consideration to be supplied by someone other than promisee. The beneficiary need not be the promisee. (S.10).

Capacity: a person is said to have capacity when he is of sound mind and has attained the age of majority (i.e. 18 years in Ghana). In order to form a wholly valid contract, parties must be over 18 years of age and be of sound mind. Under the section 2 of the Sale of Goods Act, capacity to buy and sell is regulated by this general law concerning capacity to contract and to transfer and acquire property.

Acceptance: In order to constitute a valid contract, there must be an offer and an unqualified acceptance. Acceptance may be oral, written or implied from conduct. Under Section 52 of the Sale of Goods Act, 1962 (Act 137), the buyer is deemed to have accepted the goods when-

• He intimates to the seller that he accepts them; or
• He does not, within a reasonable time after delivery of the goods, inform the seller that he rejects them; or
• He wrongfully refuses or neglects to place the goods at the disposal of the seller after notifying the seller that he rejects them.

Misrepresentation: A misrepresentation is (a) a false statement (b) of material fact (c) made by a party to a contract or his agent (d) inducing the other to enter into the contract.

Goods: means “ movable property of every description, and includes growing crops or plants and other things attached to or forming part of the land which are agreed to be severed before sale by or under the contract of sale”- Section 81 of Sale of Goods Act, 1962 (Act 37).

Quantum Meruit: Where there is a breach of an essential condition in a contact, the injured may either (a) seek to enforce the contract and sue for damages; or (b) treat the contract as discharged in which case he cannot sue for damages for its breach. However, where he adopts course (b) above, and treats the contract as discharged, he is entitled to bring a quasi-contractual action for compensation for work done or services rendered, etc. This is called a Quantum Meruit action (literally “how much is it worth?)

one of agency and not of sale of goods.
In the instant case Messrs Jones Williams &Co Ltd never delivered to Mr. Bossman a pro-forma invoice of its own stating the price at which it would sell the spare parts to Mr. Bossman or the time it would deliver the goods.
All that Messrs Jones Williams & Co, Ltd did was to give Mr. Bossman a copy of the telex from the suppliers, and asked him to pay for the cost of the spare parts calculated from the unit prices.
The obligation that Messrs Jones Williams & Co Ltd assumed towards, Mr. Bossman was that of using its best endeavors to procure the goods for him on the most favourable terms, and was not responsible for the delay.

when the TSS Company Ltd agreed to procure the goods for Messrs Jones Williams and Co. Ltd, TSS Co. Ltd did that as the agent of Messrs Jones Williams Co. Ltd, or as a principal party standing towards Messrs Jones Williams Co. Ltd in the relationship of a seller.
The contract between the supplier TSS Co. Ltd and Jones Williams and Co. Ltd was of the type in commercial circles knows as Free on Board(FOB) contract. By the rules of FOB Contracts, the supplier assumed the responsibility for shipping the goods to the buyer. In this case TSS Co Ltd, the supplier was to ship the spare parts to James Williams and Co. Ltd. (See section 62 of Act 137).
The seller TSS Co. Ltd, assumed no responsibility for insurance or freight nor did it give guarantees as to the time of the arrival of the ship at its destination.
The only representation which TSS Co. Ltd made was that it was ready and willing and able to deliver the goods (spare parts within three(3) months to any part in Japan nominated by James Williams and CO. Ltd and load them at their own expense on the ship designated by them ( Messrs Jones Williams & Co. Ltd).

The rule of FOB contract in section 62 of Act 137 states as follows:

• Buyer entitled and bound to nominate a ship to the seller calling during the agreed period.
• The seller is bound at his own expense, to have the good on the ship nominated by the buyer.
• The seller is bound at his own expense, to give such notice to the buyer.
• The seller is not bound to effect any insurance on the goods.
• The seller is bound to transmit to the buyer bills of lading by which the goods are deliverable to the buyer.
• The risk of the goods passes to the buyer when they are shipped.

Cost, Insurance and Freight (CIF) contracts.

• Seller is bound at his own expense to ship the goods during the period, if any, to the port agreed upon or to acquire goods afloat which have been so shipped.
• The seller is bound, at his own expense, to effect on the goods an insurance of the type normal for goods and voyage of the kind in question;
• The seller is bound to transfer to the buyer proper shipping documents in accordance with terms of the contract;
• The buyer is bound to take up proper shipping documents and, on doing so, to pay the price in accordance with the terms of the contract;
• The goods are deemed to be delivered to the buyer, and the property therein accordingly passes to the buyers, on the transfer to him of the bills of lading;
• The risk in the goods passes to the buyer when they are shipped or acquired afloat.

• Tracy Achiaa was a bonafide purchaser for value without notice under the provisions of the Sale of goods Act, 1962, Act 137, and, therefore, had a legal interest in the vehicle.By the provisions of Section 26 of the Act 137, property in the vehicle had passed to her.
• Even if under an agreement between Mr. Oko and Mr. Kobby Ayensu, Mr. Ayensu could be regarded as a mere agent of Mr. Oko, and as a mercantile agent in possession, Mr. Ayensu could, under Section 30 of Act 137, validly dispose of the vehicle to Tracy Achia.
• The vehicle was shipped to Mr. Kobby Ayensu by Olando motors Ltd. as a consignor, and Mr. Kobby Ayensu as a consignee. That by the bill of lading, Mr. Kobby Ayensu was the owner of the vehicle, as proclaimed to the whole world, and therefore. Tracy Achiaa validly acquired the vehicle from Mr. Ayensu, under a contract of sale which passed on valid title in the vehicle to her. And that Tracy Achiaa is, therefore protected, on the face of it all by Act 137.

• Right to human dignity
• Right to personal liberty
• Right to fair trial

• Supreme Court
• Court of Appeal
• High court/ Regional Tribunal

Constitution is the basic law or the grundnorm

• It is the law that defines the power and limits of key organs of government including the Executive , legislature & Judiciary
• It is law that defines the fundamental rights of individuals
• All laws are subordinated to the Constitution
• Any law inconsistent with any provisions of the Constitution, to the extent of the inconsistency, the constitution prevails

• 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)