An ultra vires contract is a contract entered into by a company in excess of its objectives as contained in its regulations;
Or in excess of its powers as contained in the Regulations or the Company’s Act;
Or a contract entered into by the directors of the company in excess of their powers as contained in the regulations or the Acts.
                                                                                                                                                                                             (3 Marks)
An ultra vires act can be ratified by members of the company or the directors.
                                                                                                                                                                                             (2 Marks)

i) Duty to vest in the liquidator by notice in the Gazette that all properties of the company shall vest in him.
ii) Duty to sell the assets so that the monies so realized could be used for distribution to creditors.
iii) Duty to verify debts by meeting with creditors to proof their claim.
iv) Duty to amend or alter claim or rectify admitted values or amount.
v) Determine the priority of debt so the most priority debts are settled first.
vi) Duty to consult creditors and members to discuss relevant matters.

                                                                                                                                                    (3 Marks each for any five points)

A member of a company is any person who has subscribed to the regulations of the company and has his name entered into the register of the company.
Any shareholder of the company who owns at least one share in the company.

Prohibited transactions in share are
i) Alteration of the number of shares or the amount remaining payable thereon. This is to make sure that all shares are paid for and it corresponds to the accounting value or the share portfolio.
ii) Release of any shareholder or former shareholder from his liability on the share. Should this be done it will diminished the capital of the company.
iii) The provision of any financial assistance, directly or indirectly for the subscription or purchase of the company share on the shares of a holding company. This will give a misleading picture of the company to outsiders.
iv) The acquisition by way of purchase or otherwise of any of its issued shares or any share of its holding company this with amount to inside trading.

With the ‘Veil of Incorporation’, the company is separate from its members, such that, although the corporate veil principle is regarded as fundamental to company law, there are instances where it has been lifted or ignored in favor of the economic realities of the situation.
This occurs where the Courts are prepared to take judicial notice of the identities of the owners, directors or controllers with a view of fixing them with some legal liability. The reasons the Court give for lifting the veil may be several but notable among them are;
i) Agency principle
ii) Fraud principle
iii) Capital flight
iv) Public policy
v) Facade principle/ Evasion of contractual obligation
vi) Statutory provisions
Examples of statutory provisions are
a) Failure to publish annual returns
b) Operating with less than two directors
c) No membership ( a company without any member)
d) Failure to display the company’s name

Grounds on which a worker can be fairly terminated are as follows:
1) That the worker is incompetent.
2) Or lacks the qualification
3) Proven misconduct of the worker.
4) Redundancy under S.65
5) S.15 of the Acts stated grounds for termination.

Grounds on which a worker can be unfairly terminated are as follows:
1) That the worker has joined or intends to join or has ceased to be a member of a trade union or intends to take part in the activities of a trade union;
2) That the worker seeks office as, or is acting or has acted in the capacity of workers representative;
3) That the worker has filed a complaint or participated in proceedings against the employer involving alleged violation of this Act or any other enactment;
4) That the worker’s gender , race, colour , origin , religion , creed ,social , political or economic status;
5) That the worker is temporarily ill or injured and this is certified by a recognized medical practitioner.

i) The relationship between Eddie and Bertha is an Agency Relationship.
ii) Eddie has authority to buy goods for the shop as his normal course of duty.
iii) The Instruction to Eddie not to buy from Crunch Ltd is not known to Crunch.
iv) Therefore Bertha is liable for the payment of the goods to Crunch Ltd.

i) The relationship between Eddie and Bertha is an Agency Relationship
ii) Eddie has authority to buy goods for the shop as his normal course of duty
iii) Being a regular supplier, Drinkit knows Eddie as the Manager of the shop
iv) The fact of Eddie’s resignation is not known to Drinkit or they were unaware
v) Bertha is therefore liable for the cost of the Whisky.

The Constitution of the Republic of Ghana, 1992 consist of chapters 1 to 26, each chapter is arranged into articles and clauses. Notable among the subject matters dealt with in the TEN chapters of the constitution are the following:
Chapters                       Subjects dealt with
1.                             Supremacy (sovereignty) of the constitution
2.                             Territories of Ghana
3.                             Citizenship of Ghana
4.                             Laws of Ghana
5.                             Fundamental human rights
6.                             Directive principles of state policy
7.                            Representatives of the people
8.                            The executives
9.                            The legislature
12.                          Media Powers
13.                          Finance
14.                          Public Service
15.                          Police Service
16.                          Decentralization and local government