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)
  

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.

An employee-employer contract is a contract of service

• Permanent employees have a contract of service with their employer. By definition, if a worker has a contract of service with an organisation, they are an employee.
• The worker is controlled by their employer – they must perform the tasks they are instructed to by a line manager according to their job description.
• The worker is expected to work at a specific place during specific hours on specific days (even flexi-time has core hours)The worker must present themselves for work and cannot send someone else as a substitute.
• Employees have statutory rights to holiday pay, sick pay, maternity and paternity rights and redundancy payments
• Employees have statutory rights regarding how they can be asked to leave their employment
                                                                                                                                                                                  (Any 5 points)

• to make an order for reinstatement.
• to make an order for re-engagement.
• to make an order for compensation.
                                                                                                                                                                                 (Any 2 points)

• The personal liberty of Abena Muka was violated in the sense that her movement was momentarily restricted-article 14 of the Constitution of the Republic of Ghana, 1992.
• The dignity of Abena Muka was breached when the policeman subjected her to beatings and, the Company refused to serve her by disrespecting her dignity. Article 15 of the Constitution of the Republic of Ghana, 1992. (3 marks)

• Supreme court
• Court of Appeal
• High court/Regional tribunals
• Circuit courts
• District courts

Section – 186 of the Companies Act Restraining Fraudulent Persons from Managing Companies
Where,

• a person is convicted on indictment, whether in Ghana or elsewhere, of any offence involving fraud or dishonesty or any offence in connection with the promotion, formation or management of a body corporate, or
• a person is adjudicated bankrupt whether in Ghana or elsewhere, or
• it appears that a person has been guilty of any criminal offence, whether convicted or not, in relation to anybody corporate or of any fraud or breach of duty in relation to a body corporate,

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).