SBU 203D — Business Law I

• Explain the nature, classification and functions of law and the sources of law in Ghana. not yet covered
• Explain the theoretical foundations of contract, and distinguish an agreement from a contract. not yet covered
• Apply the rules on offer, acceptance, consideration, privity, capacity, intention and legality to decide whether a valid contract exists. not yet covered
• Classify contracts and apply the parol evidence rule. not yet covered
• Identify and classify contractual terms, and decide whether an exemption clause is incorporated and effective. not yet covered
• Analyse the effect of mistake, duress, undue influence and misrepresentation on a contract. not yet covered
• Determine whether and how a contract has been discharged, including where the Contracts Act, 1960 (Act 25) modifies the common law. not yet covered
• Advise a party affected by a breach of contract on the remedies available. not yet covered

Business Law

• Explain definitions of law from the main schools of thought not yet covered
• Classify law as public or private, civil or criminal, substantive or procedural not yet covered
• Identify the laws of Ghana listed in Article 11 of the 1992 Constitution not yet covered
• Explain the supremacy of the Constitution not yet covered
• Define a contract and distinguish an agreement from a legally enforceable contract 5 questions
• Define an offer and distinguish it from an invitation to treat not yet covered
• Define consideration and explain its rules not yet covered
• Explain the doctrine of privity of contract not yet covered
• Explain the contractual capacity of minors, persons of unsound mind, and corporations not yet covered
• Distinguish conditions, warranties and innominate terms not yet covered
• Explain how exemption clauses are incorporated not yet covered
• Explain common, mutual, and unilateral mistake not yet covered
• Distinguish physical duress from economic duress not yet covered
• Define misrepresentation and its remedies not yet covered
• Explain the strict performance rule and its modifications not yet covered
• Explain the concept of frustration not yet covered
• Explain the purpose and measure of damages not yet covered

Definition, classification and functions of law

• Explain definitions of law from the main schools of thought (e.g. natural law and legal positivism) at an introductory level. 13 questions
• Classify law as public or private, civil or criminal, substantive or procedural, municipal or international, and written or unwritten, with business examples of each. 14 questions
• Explain the functions of law in society and in business (maintaining order, settling disputes, protecting rights, facilitating commerce, promoting social change). 8 questions

Sources of law in Ghana

• Identify the laws of Ghana listed in Article 11 of the 1992 Constitution: the Constitution, enactments of Parliament, orders, rules and regulations made under a power conferred by the Constitution, the existing law, and the common law. 8 questions
• Explain the supremacy of the Constitution and the relationship between the sources of law. 7 questions
• Explain that the common law of Ghana includes the rules of equity and customary law, and describe the role of customary law in commercial matters. 6 questions
• Explain judicial precedent (stare decisis) and how the hierarchy of Ghanaian courts determines which decisions are binding. 14 questions

Contracts and their theoretical foundations

• Define a contract and distinguish an agreement from a legally enforceable contract. 5 questions
• Explain freedom of contract and sanctity of contract, and the limits the law places on them. 8 questions
• Explain the principle of caveat emptor (contracting party beware) and how statute has qualified it. 15 questions
• Explain how the law protects the innocent third-party purchaser, including the nemo dat rule and its exceptions. 14 questions
• Explain reasonableness and intolerance of fraud as principles that shape contract rules (e.g. the reasonable person standard; fraud unravels all). 8 questions

Offer and acceptance

• Define an offer and distinguish it from an invitation to treat (e.g. Partridge v Crittenden; Fisher v Bell; Pharmaceutical Society v Boots), including advertisements, displays of goods, auctions and tenders. 12 questions
• Explain unilateral offers (Carlill v Carbolic Smoke Ball Co) and how an offer ends: revocation, rejection, counter-offer (Hyde v Wrench), lapse of time and death. 23 questions
• Explain the rules of acceptance: the mirror-image rule, communication of acceptance, silence (Felthouse v Bindley), the postal rule (Adams v Lindsell) and instantaneous communication (Entores v Miles Far East). 15 questions
• Apply the rules of offer and acceptance to contracts made electronically, with reference to the Electronic Transactions Act, 2008 (Act 772). 9 questions

Consideration and privity of contract

• Define consideration (Currie v Misa) and explain its rules: it must move from the promisee, need not be adequate but must be sufficient, and past consideration is not good consideration. 21 questions
• Explain the rules on performance of an existing duty (Stilk v Myrick; Williams v Roffey Bros), part payment of a debt (Pinnel’s Case; Foakes v Beer) and promissory estoppel (Central London Property Trust v High Trees House). 18 questions
• Explain the doctrine of privity of contract (Tweddle v Atkinson; Dunlop v Selfridge) and its exceptions. 9 questions
• Explain how the Contracts Act, 1960 (Act 25) modifies the common-law rules on consideration and on privity. 14 questions

Capacity, intention to create legal relations and legality

• Explain the contractual capacity of minors (contracts for necessaries; voidable and void contracts), persons of unsound mind, intoxicated persons and corporations. 14 questions
• Explain the presumptions about intention to create legal relations in domestic and social agreements (Balfour v Balfour) and in commercial agreements, and how each is rebutted. 13 questions
• Explain illegal contracts and contracts void as contrary to public policy, and their consequences for the parties. 10 questions

Classification of contracts

• Distinguish simple contracts from specialty contracts (deeds), and state the formalities for each. 14 questions
• Distinguish oral from written contracts, and identify contracts that must be made in writing or evidenced in writing. 7 questions
• Explain the parol evidence rule and its exceptions. 13 questions
• Distinguish unilateral from bilateral contracts, with examples. 13 questions
• Distinguish valid, void, voidable and unenforceable contracts, and executed from executory contracts. 20 questions

Contractual terms

• Distinguish terms from mere representations, and express terms from implied terms. 21 questions
• Distinguish conditions, warranties and innominate terms, and the remedies for breach of each (Poussard v Spiers; Bettini v Gye; Hong Kong Fir Shipping v Kawasaki). 6 questions
• Explain terms implied by the courts (business efficacy, The Moorcock; the officious bystander test), by custom and by the parties' course of dealing. 17 questions
• Explain terms implied by statute, including the implied terms as to title, description, quality and fitness for purpose under the Sale of Goods Act, 1962 (Act 137). 15 questions

Exemption clauses

• Define exemption clauses and classify them: implied-term modifying clauses, liability-limiting clauses, litigation-limiting clauses and restrictive covenants. 7 questions
• Explain how exemption clauses are incorporated: by signature (L'Estrange v Graucob), by reasonable notice given at or before contracting (Olley v Marlborough Court; Thornton v Shoe Lane Parking) and by course of dealing. 14 questions
• Apply the rules of construction: the reasonableness rule, the contra proferentem rule, the repugnancy rule and the four-corners rule. 14 questions
• Explain the relationship between fundamental breach and exemption clauses (Photo Production v Securicor). 9 questions

Mistake

• Explain the general rule that mistake rarely affects a contract, and the effect of an operative mistake (the contract is void ab initio). 9 questions
• Explain common mistake as to the existence of the subject matter (res extincta: Couturier v Hastie), as to title (res sua: Cooper v Phibbs) and as to quality (Bell v Lever Bros). 13 questions
• Explain mutual (cross-purpose) mistake (Raffles v Wichelhaus). 7 questions
• Explain unilateral mistake as to the identity of the other party (Cundy v Lindsay; Phillips v Brooks; Lewis v Averay) and as to the nature of a document signed (non est factum: Saunders v Anglia Building Society). 17 questions

Duress and undue influence

• Distinguish physical duress (Barton v Armstrong) from economic duress (Atlas Express v Kafco; The Universe Sentinel), and state their effect on a contract. 13 questions
• Distinguish actual from presumed undue influence; identify relationships that raise the presumption; explain how it is rebutted, including by independent advice (Royal Bank of Scotland v Etridge (No 2)). 18 questions

Misrepresentation

• Define misrepresentation, distinguishing statements of fact from opinion (Bisset v Wilkinson), from statements of law and from statements of intention (Edgington v Fitzmaurice), and explain when silence may amount to misrepresentation. 13 questions
• Explain the requirement that the misrepresentation induced the contract. 19 questions
• Distinguish fraudulent (Derry v Peek), negligent (Hedley Byrne v Heller; Esso v Mardon) and innocent misrepresentation; state the remedies for each (rescission, damages) and the bars to rescission. 17 questions

Discharge by performance

• Explain the strict (entire) performance rule (Cutter v Powell). 9 questions
• Explain the modifications of the strict rule: substantial performance (Hoenig v Isaacs; Bolton v Mahadeva), acceptance of partial performance (Sumpter v Hedges), divisible contracts, performance prevented by the promisee (Planché v Colburn) and tender of performance. 21 questions

Discharge by agreement

• Distinguish bilateral discharge from unilateral discharge. 13 questions
• Explain the doctrine of accord and satisfaction and how the Contracts Act, 1960 (Act 25) modifies it. 7 questions
• Explain novation and its effect on the original parties. 11 questions

Discharge by breach

• Distinguish fundamental (repudiatory) breach from minor breach, and explain the innocent party's right to terminate or affirm. 13 questions
• Explain anticipatory breach (Hochster v De la Tour; White & Carter v McGregor) and the options open to the innocent party. 13 questions

Discharge by frustration

• Explain the concept of frustration and its development from the rule of absolute contracts (Paradine v Jane) to Taylor v Caldwell. 14 questions
• Identify frustrating events (destruction of the subject matter, death or incapacity, supervening illegality, non-occurrence of the event on which the contract was based) and the limits of the doctrine. 13 questions
• Explain the common-law consequences of frustration and how the Contracts Act, 1960 (Act 25) modifies them. 15 questions

Remedies for breach of contract

• Explain the purpose and measure of damages (expectation and reliance), remoteness (Hadley v Baxendale; Victoria Laundry v Newman), the duty to mitigate, and liquidated damages compared with penalties. 17 questions
• Calculate a simple award of damages from given facts, applying the expectation measure and the duty to mitigate. 8 questions
• Explain the equitable remedies of specific performance, injunction, rescission and rectification, and when courts grant them. 18 questions
• Explain quantum meruit and restitution (restoring the parties to their original positions). 13 questions