Specific goods are goods identified and agreed on before or at the time the contract of sale is made. This requires that the actual goods that the buyer is to receive under the contract can be identified at the time that the contract is agreed. Thus, goods bought at the supermarket picked from the shelf or second hand car chosen off a garage forecourt and sold by reference to its registration number. In each case the actual goods can be identified
Unascertained goods on the other hand are goods which are not identified and agreed on at the time that the contract is made. Thus goods yet to be manufactured or grown or acquired after making of the contract qualified to be specific goods.
Unascertained goods never become specific, they only become ascertained.

State the circumstances under which the Registrar of Companies shall refuse to register the proposed Regulations of a company.
The Registrar of Companies shall refuse to register the proposed Regulations where in his opinion:

• The Regulations do not comply with the Companies Act
• The objects for which the company is being formed or the business which it is to carry on or any of them are unlawful
• Any of the subscribers to the Regulations is an infant or of unsound mind.
• Any of the Directors are incompetent.

Upon incorporation a company becomes a body corporate, separate and distinct legal identity from those who formed it. The company has the powers of a natural person and of full capacity. Those who pulled their resources to form the company become members of the company if they subscribe to the Regulations of the company. A member has the right to attend a general meeting of the company and to speak and vote on a resolution.
None therefore, can claim ownership.

Under the Incorporated Private Partnerships Act, 1962 ACT 152 from the date of registration and incorporation, a firm is a body corporate under the firm name, distinct from the partners of whom it is composed and capable of a natural person of full capacity in so far as those powers can be exercised by a body corporate.

Although the firm is a body corporate, each partner in the firm is liable, without limitation for the debts and obligations of the firm. A partner is entitled to an indemnity from the firm and to contribute from the co-partners in accordance with the rights of that partner under the partnership agreement. Section 10 of ACT 152.

• A contract for the sale of goods is where the seller transfers or agrees to transfer the property in goods to the buyer for a consideration. Here the property in goods passes immediately upon conclusion of the contract.
• An agreement to sell is a situation where the parties agree now that property in the goods would be transferred to the buyer at a later date subject to some condition that has to be fulfilled.
• An agreement to sell becomes a sale upon fulfillment of the condition subject to which property in the good is to be transferred.

• The liquidator must keep proper records and books of account for all transactions in respecting the winding up. Should the liquidator carry on the business of the company, she should keep a distinct account of the trading.
• Should winding up proceed beyond 12 months she should shortly thereafter, and no later than 3 months following unless the Registrar extends this period, summon a general meeting of the company and lay before the meeting an account of the liquidator’s acts and dealings and of any trading the business may have conducted while winding up was pending.
• Within 28 days after the said general meeting, the liquidator shall send a copy of the accounts to the company Registrar for Registration.
• As soon as the affairs of the company are fully wound up, the liquidator shall prepare and send to every member of the company the final audited accounts of the winding up showing how the winding up was conducted, the results of trading, and how the property of the company was disposed of.
• After dispatching these final audited accounts, the liquidator shall convene a general meeting of the company to lay before the meeting her accounts and offer any explanations.
• Within 28 days of that general meeting, the liquidator shall send to the Registrar copies of the accounts and a statement of the holding of the meeting and the meeting date for registration.
• The liquidator must settle the accounts of the Company.
• The liquidator will invite the creditors and debtors to present their statements to him.
• The liquidator will rank the debts and pay creditors.
• The liquidator will serve notice to creditors and debtors.
• The liquidator stands in fiduciary relations with the liquidated company.
• Realise the assets of the Company.
• The liquidator is required to preserve the books and papers of the company and of the liquidator for 5 years from the company’s dissolution.
  Section 256 of the Companies Act, 1963 ACT 179

• Conversion from a private liquidation
• Special resolution
• Petition addressed to the Registrar
• Petition to the Court

• It was a common law principle that “a promise to keep an offer open for a specified period could be withdrawn before the expiration of the time”.
• This was especially true, if no consideration was provided by the promisee, for the promise.
• The courts sought to make changes to this principle especially in situations where through some forbearance on the part of the promise, sought to accept the promise.
• But the statement is no longer true in Ghana. Section 8 (I) of the Contract Act, Act (25) 1960 states that “a promise to keep an offer open for acceptance for a specified time shall not be invalid as a contract by reason only of the absence of any consideration therefor”.
• In situations where the promisee may have relied on the offer to keep the offer open and has made efforts to accept the offer, it would not be fair to withdraw the offer or promise midstream only for the reason that no consideration has been offered.

• Private company limited by shares
  A company having the liability of its members limited to the amount, if any unpaid on the shares respectively held by them. Section 9 sub section 1. The number of its members must not exceed 20.
• Private company limited by guarantee
  A company having the liability of its members limited to such amount as the members may undertake to contribute to the assets of the company in the events of its being wound up.
  Refers to charitable organizations who are not supposed to make profit
• Private unlimited company
  One not having any limits on the liability of its members as the name suggest.
• Public company limited by shares. A company having the liability of its members limited to the amount, if any unpaid on the shares respectively held by them. The number of members does not have any limits.

ADDENDUM-
Four Companies- The traditional types of Three Companies under Section 9 of the Companies Act 1963, ACT 179 when mentioned should attract 3 Marks each for One Company.
Where either PUBLIC OR PRIVATE COMPANY can be mentioned by the candidate, that should attract additional total mark of Three (3).

The expenses of and incidental to putting the goods into a deliverable state are to be borne by the seller unless the contract for the sale states otherwise.

Unless otherwise agreed, the seller may deliver the goods to the buyer by:

• Transferring to the buyer the actual physical control over the goods; or
• Transferring to the buyer the means of obtaining actual physical control of the goods; or
• Transferring to the buyer documents of title to the goods;
• Delivery of the goods to the authorized agent of the buyer is a delivery to the buyer unless otherwise intended.
• Delivery is also occasioned when the contract specifies a delivery of the goods to be given to a carrier to be delivered to the buyer.
• Where the goods are to be delivered to a third party on behalf of the buyer and the third party acknowledges possession of the goods.

Place of delivery is the sellers place of business, if there is one, place of residence unless the contract specifies of the intention to delivery at a particular place.

Under the Labour Act 2003 Act 651, it is the duty of employer to provide satisfactory safe and healthy conditions.

• Location of company very close to a big gutter/ undesilted gutter that emitted bad odour.
• The equipment was obsolete exposing the workers to injuries.
• The workers were not provided with protect clothing.
• Their complaints were ignored.
  Not more than 2 Marks to be allotted for total of this area

Whether the workers were justified refer to section 159 below

• For strike to be legal, the Law under Section 159 stipulates two circumstances under which legal strike can occur.
• The first is where the parties fail to agree to refer the dispute to voluntary arbitration, and where the dispute remains unresolved at the end of the arbitration process, either party intending to take strike action or institute lockout, shall give written notice of this to the other party and the commission, within seven days after failure to agree to refer the dispute to voluntary arbitration or the termination of the proceedings.
• This means that the parties would have gone through negotiation and mediation, yet they failed to resolve the dispute and one party to the dispute does not want the matter to be referred to voluntary arbitration, or the parties are at voluntary arbitration, but the conduct of one party is stalling the process.
• It is under such a circumstance that a party intending to strike or institute lockout must give a written notice to the other party and the National Labour Commission. However, what has become the norm by some workers, workers organisations and associations is for them to issue press releases or press statements of their intention to embark on strike. In other instances, the NLC is only copied notice of strike. Such acts contravene the provisions for embarking on strike under the law.
• Again, such act prevents the commission to pro-actively intervene to have the issue resolved. Very often also, the strike action started before the commission was informed. Furthermore, the practice where workers write to state that if no action is taken within a specific period “we would advise ourselves” is not appropriate because advising “oneself is not a notice “to the commission. Where a party is aggrieved and intends to take action, that party should state clearly the reasons for dissatisfaction and officially report to the commission for redress.
• A notice of strike, therefore, must be properly served as required by the law. It is important to note that today’s practice of the industrial relations must be based on transparency, good faith and adherence to the Labour Act 2003, (Act 651).
• The parties failed to agree- refer the dispute to voluntary arbitration
  2 Marks for bullet 2 otherwise 1 ½ Marks for each point. AND total of 8 Marks here.