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213 Cards in this Set
- Front
- Back
Acceptance
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In the context of contract law, an acceptance is a communication or action taken by a person to agree to an offer that has been made to enter into a contract.
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Accepted for honour
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Where a person who is not the drawee may incur liability as the acceptor.
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Accounting reference period
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Another name for the company’s financial year end. Newly incorporated companies are given nine months to nominate an accounting reference period. Failure to do so means that the Registrar automatically assigns the last day of the month in which the anniversary of incorporation falls as the company’s accounting reference date.
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Agent
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One who acts under the authority of another, the principal, in order to create a legal relationship between the principal and a third party.
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Agreed overdraft
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An overdraft which has been agreed either verbally or in writing.
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Allotment
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In relation to shares is the process by which a person acquires the unconditional right to be included in the company’s register of members in respect of those shares.
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Annual Percentage Rate (APR)
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Calculated according to standard formulae, this enables prospective borrowers to compare, on an equal basis, the cost of one credit agreement against another.
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Annual Return
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Return made by a company to the Registrar, including the following information:
• the company name • the address of the registered office • the principal business activity • the address where registers of the members and debenture holders is kept • details of the issued share capital • a list of the current members of the company and those who have ceased to be members since the last return. |
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Apparent authority
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The perceived right of a person to act on behalf of another person. Arises from the representation made by the principal to the third party. See also Ostensible authority .
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Appropriate trade premises
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The place where a creditor normally carries out business.
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Appropriation
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Money set aside for a particular use.
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Articles of Association
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A constitutional document of a limited company, registered with Companies House. A set of internal rules which defines the rights of the members of a company between themselves and a description of the manner in which the business of the company is to be conducted.
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Articles of partnership
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A written contract creating a partnership.
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Assign
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The making over of any right to another.
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Assignment
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Transfer, in writing, of rights in property from one party (the assignor) to another (the assignee).
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Auditor
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A person appointed to examine the books of account and the actual accounts of a registered company, and to report on them to the members. The audit report must state whether or not the accounts have been properly prepared and give a true and fair view of the company’s financial position. The Companies Act 1985 contains provisions dealing with auditors’ qualifications and the rights which they have to enable them to fulfil their duties effectively.
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Bill
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In the context of new legislation, a Bill is a draft Act of Parliament. In its passage through the legislative process, a Bill may be passed unchanged or with amendments sanctioned by the two Houses.
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Bill of exchange
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An unconditional order in writing addressed by one person to another signed by the person giving it, requiring the person to whom it is addressed to pay on demand or at a fixed or determinable future time a sum certain in money to, or to the order of, a specified person or to bearer.
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Bonus shares
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Shares given to a member usually proportionate to his existing shareholding and requiring no fresh consideration to be provided by him. Such shares usually arise from capitalisation of net profits.
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Breach
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This occurs when the terms of a contract are broken.
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Broker
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An agent who does not have possession of his principal’s goods and who does not have the authority to sell them in his own name. Examples include stockbrokers and insurance brokers.
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Bye-law
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Bye-law
Cancellable agreement Canvassing Capacity Capital redemption reserve Case law Civil law Claimant Common law Companies Act 1985 Companies Act 1989 Connected lender A type of secondary legislation passed mainly by agencies of government on the basis of delegated powers under Acts of Parliament. |
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Cancellable agreement
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Regulated credit agreement whereby the borrower is provided with a cooling off period during which he may cancel the agreement he has signed. Credit should not be made available until this period has expired.
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Canvassing
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The making of oral representations to a third party by a lender in an attempt to encourage the third party to avail themselves of the lender’s services.
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Capacity
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The ability to do something legally. For example, Most adults have the capacity to enter into most contracts, but children have a limited capacity to enter into contracts. Mentally incapacitated persons are still further limited in respect of their legal capacity. The capacity of a company may be limited by its objects clause.
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Capital
redemption reserve |
A reserve constituted by a transfer of a notional amount on the redemption or purchase by a company of its own shares.
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Case law
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Law which has been created by selecting certain customs and applying them in all future cases.
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Civil law
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The branch of law that deals with disputes between persons and/or entities.
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Claimant
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Sometimes called the plaintiff. This is the person or entity that brings a legal case against a defendant. In references to cases, the plaintiff/claimant is named first and the defendant is named second.
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Common law
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The traditional system of judge-made law passed down over many centuries.
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Companies Act 1985
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The main statute that regulates limited companies in the UK.
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Companies Act 1989
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Important amending legislation that permits a company to adopt general trading powers, thereby removing problems caused by ultra vires actions. The Act also empowers companies to adopt elective and written resolutions, subject to unanimous agreement of members.
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Connected lender
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A lender who is introduced to his customer by a supplier of goods and who finances a contract between the supplier and that customer.
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Consensus in idem
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Agreement about the same thing.
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Consideration period
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In relation to agreements secured over land, a period prior to the agreement being signed during which the prospective borrower may withdraw from the transaction.
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Contract
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An agreement between two persons or bodies, entered into on a voluntary basis with a view to establishing a legally binding relationship in terms of specific outcomes.
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Contractual capacity
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The ability to enter into legally binding agreements.
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Contributory negligence
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Many cases show that the carelessness, in one form or another, of a customer has contributed to a loss sustained by a bank, usually through a forgery by a fraudulent clerk or servant. The obligation of a customer to avoid negligence in this regard was defined by Kennedy, J, in Lewes Sanitary Steam Laundry Co Ltd -v- Barclay and Co Ltd, 1906, 95 L.T. 444, as a “duty to be careful not to facilitate any fraud which, when it has been perpetrated, is seen to have in fact flowed in natural and uninterrupted sequence from the negligent act”.
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Corporate veil
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The legal concept which draws a veil over the identity of a company following registration so that its personality is kept separate and distinct from that of the members. This veil, however, may be lifted under certain circumstances.
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Council of
The Stock Exchange |
Appointed by the UK government as the competent authority for the purposes of certain European Directives dealing with, inter alia, admission of securities to official listing. It exercises functions under the Financial Services and Markets Act 2000, subject to the reserve power of the Secretary of State to issue directions of compliance.
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Counter-offer
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An offer made in response to an earlier offer. The effect of a counter-offer is to cancel the original offer.
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Credit
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For the purposes of the Consumer Credit Act 1974, this includes cash loans or any other form of financial assistance whether in sterling or foreign currency (but excluding finance for foreign trade) which is provided on terms of repayment in cash or in any other form.
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Creditor
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A person to whom a debt is owed. Also a provider of credit or lender of money. In terms of the Consumer Credit Act, a creditor may be an individual, a partnership, an unincorporated body or a limited company.
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Criminal law
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That part of the law which prohibits certain acts and lays down penalties for its infringement.
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Damages
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The main legal remedy for breach of contract, based on common law. Damages always comprise a financial award to the injured party, not a punishment to the party who is in breach of contract.
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Debenture
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A document which states the terms of a loan to a company, indicating the date of repayment and the rate of interest. The debt, which is usually long term, may be secured by a charge over the company’s property. Capital received from the issue of a debenture or debentures is termed loan capital.
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Debtor
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One who owes money to another.
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Decree
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Decision of court on question of fact.
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Deed
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A formal legal document.
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Deed of partnership
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A written contract creating a partnership which is signed and sealed.
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Defamatory
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Injurious to another’s reputation or creditworthiness.
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Default notice
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Notice required under Section 87(1) of the Consumer Credit Act 1974 advising a borrower of the nature of a default, how and within what timescale it may be remedied and the consequences of failing to remedy it.
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Director
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An officer of a company accountable to the members and bearing fiduciary , common law and statutory responsibilities under the law.
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Disclosed principal
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Where the identity of the principal is revealed to the third party.
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Dissolution
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The termination of a partnership either by court order or subject to the terms of the partnership agreement.
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Dividend
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The share of profit that is distributed by the company to its owners.
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Equity
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The making of law by judges in a situation where there is no law at present and whose effect is what the judge considers to be a fair and equitable interpretation of the circumstances.
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Excerpt minute
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Extract from minutes of meeting.
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Exclusion clause
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A term in a contract that specifically excludes a particular feature of the bargain. For example, household insurance policies often exclude claims for damage caused by war.
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Executive director
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A full time director – both a director and an employee.
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Express appointment
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When an agent has been appointed either orally or in writing.
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Express authority
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In this situation an agent will be regarded as having the authority to undertake the tasks which a person in his particular line of business usually has authority to do; for example, a partner dealing with partnership affairs is treated by law as an agent of the firm.
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Express terms
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The specific terms that are written into a contract or agreed by the two parties.
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Extra judicial
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Outwith court authority.
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Extraordinary General Meeting
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Any meeting of a company which is not an AGM.
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Factor
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An agent who has possession of his principal’s goods and who has authority to sell in his own name.
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Fictitious payee
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Where the payee is a fictitious or non-existing person, a bill or cheque may be treated as payable to bearer. (Section 7(3), Bills of Exchange Act, 1882). In Bank of England -v- Vagliano, 1891, AC 107, the meaning of a fictitious person was enlarged to include a real person who never had nor was intended to have any right to the bills.
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Fiduciary relationship
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A relationship of trust which includes contracts between principal and agent. Arising from common law, the moral responsibility of a person or organisation to act in the best interests of those to whom they are accountable.
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Fraud
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Obtaining funds illegally in a deliberate and premeditated manner.
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Fraudulent trading
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Carrying out a business with the intention of making financial gain at the expense of a company’s creditors. This is one ground for lifting the corporate veil.
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Frustration
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Where a contract is impossible to perform, and so there is no contract at all, and as such it is void from the outset.
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General partner
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A partner who contributes towards the firm’s capital and who participates in the management of the firm and
167 Half truth Hire purchase Holding company Holding out Implied authority Implied terms Imprescriptible Incorporation Indemnify Individual Injunction Innocent misrepresentation Innominate term shares in its profits. He must also share any losses of the partnership to the full extent of his private resources. Also known as an active partner. |
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Half truth
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A statement which, whilst true in itself, withholds some explanation that would alter its whole bearing.
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Hire purchase
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A method of purchasing goods through a credit agreement. The lender purchases the goods and hires them to the customer, with ownership passing to the customer when the loan is fully discharged.
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Holding company
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A company which controls a subsidiary company or the parent company of a group of companies.
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Holding out
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An example of personal bar where an agent who has no actual authority conferred on him either expressly or by implication; he only appears to have authority.
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Implied authority
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The authority of a person as it appears by virtue of his position, for example, a Chief Executive.
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Implied terms
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The conditions that can be assumed to be a part of a contract even though they are not specifically written into it or agreed. The courts often have to decide whether terms are implied.
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Imprescriptible
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Never prescribes through a lapse of time, no matter how long
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Incorporation
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The formal procedure which describes the registration of a company under the Companies Acts 1985 and 1989, and on completion of which a company is given its own personality and identity.
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Indemnify
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To agree to discharge from liabilities incurred.
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Individual
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In terms of the Consumer Credit Act 1974, an individual may be a private citizen, a sole trader, a partnership or an unincorporated body.
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Injunction
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An order by a court compelling someone to refrain from doing something.
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Innocent misrepresentation
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A statement that is made honestly, but if it is untrue, it may induce a party to enter into a contract which they would not otherwise have entered, under what is known as “essential error”.
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Innominate term
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A condition of a contract for which there is some doubt as to whether it comprises a term or a warranty.
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Institutional writings
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Sources of legal authority which can go back for centuries. If there is no statute and/or precedent, institutional writings might give some guidance as to where the law rests and how a particular case ought to be judged.
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Irrevocable
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Unable to be recalled or cancelled.
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Jointly and severally
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Relevant to joint bank accounts and also to partnership law. The term means that all parties own all the funds. Similarly, all parties are each liable for any monies owed. On the death of one party, the funds are automatically owned by the survivor(s). Partners are jointly and severally liable also.
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Judicial interruption
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Interrupted by court proceedings.
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Judicial precedent
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The reliance of courts on previous decisions. Precedent may be binding or persuasive.
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Jurisdiction
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The scope of authority of a court.
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Legislation
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The body of law laid down by Parliament and measures
such as by-laws and Statutory Instruments. |
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Liable
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Legally responsible.
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Lien
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A remedy for breach of contract which allows the
aggrieved party who is in possession of another’s property to keep possession of it until that other pays some debt which is due. |
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Limited partner
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A partner whose liability is limited to the extent of the
capital he has agreed to contribute; he cannot participate in the management of the business but is entitled to a share of the profits. |
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Liquidator
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Appointed to realise the assets to the best advantage on
the winding up of a company and to distribute the proceeds, after payment of costs, among the creditors. |
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Litigation
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Resort to a civil court to resolve a dispute between two
parties. |
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Magistrates Court
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The lowest level courts that deals mainly with criminal
cases |
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Managing Director
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An executive director of the company who is appointed to
deal with the day-to-day management of the company. |
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Mandate
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Authority given by person to another to carry out an act
on his behalf. A written instruction to a bank by its customer to carry out the operation of certain aspects of the account in a prescribed manner. |
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Meeting of classes of shareholders
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A meeting normally convened to allow the holders of a
particular class of shares to consider and vote on variations of the rights of that class. |
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Memorandum of Association
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One of the two constituent documents of a company,
the other being the Articles of Association. It contains certain compulsory clauses laid down by the Companies Act 1985 and defines the constitution and objects of the company. |
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Merger
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When two companies are brought together to form the
one company and it is usually a mutually beneficial arrangement. |
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Minor
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A person who has yet to reach the age of 18 years
(England and Wales only). |
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Misrepresentation
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A statement made prior to a contract coming into effect
that causes one person to be misled in relation to the meaning or significance of the contract. Misrepresentation can be innocent, negligent or fraudulent. |
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Money laundering
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The processing of illegally acquired funds through the
financial system in order to disguise the origins of these funds. |
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Negative prescription
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Period of time, 5 or 20 years, after which rights are lost.
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Negligence
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A tort (or civil wrong) that occurs when one party fails
to exercise a proper duty of care to another party, with harm suffered to that party as a direct consequence. |
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Non-cancellable agreement
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Regulated credit agreement which does not afford the
borrower any cancellation rights. Credit can be made available immediately. |
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Non-executive director
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A part time director.
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Non-existent principal
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Where there is no principal and the agent is acting on
his own. |
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Notary public
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Originally a notary was a person who only took notes or
minutes and made drafts of writings. He was called by the Romans “notarius”. The duty of a notary, so far as a banker is concerned, is to present dishonoured bills and “note” them for non-acceptance or non-payment, and if necessary, afterwards to extend the noting into a protest. |
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Novation
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Where a new obligation is expressly substituted for a
prior obligation. |
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Offer
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An invitation by a person or entity, communicated to
another person or entity, with a view to entering into a legally binding contract. |
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Offeree
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A person or entity that receives an offer.
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Offeror
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A person or entity that makes an offer.
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Off-market purchases
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Purchases of shares which are not made in normal
trading on the Stock Exchange or other UK recognised investment exchange. They must be specifically approved in advance by special resolution of the company’s members. |
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Official Listing
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The name given to the procedure where the Stock
Exchange may grant, following application by a company, admission of the company’s securities to the “Official List”, ie the list of securities dealt on its Listed Market. |
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Open cheque
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An uncrossed cheque. It can be presented for payment
at the counter of the drawee banker, who is protected under certain conditions in the payment thereof against forged endorsements by Section 60 of the Bills of Exchange Act 1882. An open cheque payable to a limited company can safely be paid without inquiry as to the presenter’s authority in the absence of suspicious circumstances, and provided the endorsement, in the case of an order cheque, purports to be correct. |
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Ordinary Resolution
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A resolution passed at a general meeting requiring a
simple majority. |
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Ostensible authority
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(Also known as apparent authority) The authority which
a third party could expect of an agent with whom he is dealing. |
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Ostensible principal
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Where the third party is unaware that a principal exists.
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Pari passu
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Equally
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Partnership
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An unincorporated business run by two or more
persons. Can also be a limited liability partnership (LLP). |
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Partnership at will
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A partnership which was entered into for a fixed term
but which has continued after the term has expired. |
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Past consideration
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This arises where one party has already performed an
act that represents consideration for a contract before an agreement to provide consideration takes place. Past consideration is generally regarded as no consideration at all. Re. McArdle, 1951 refers to this. |
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Payment stopped
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A customer has the right to give notice to his banker to
stop payment of a cheque which he has issued. The notice should be in writing, give accurate particulars of the cheque and be signed by the drawer. If a banker pays a cheque after a “stop order” has been received, he will be liable for so doing. A notice should be placed in the customer’s account in the ledger, so that anyone referring to the account may at once observe particulars of the “stop”. |
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Penalty clause
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A clause in a contract that seeks to punish one party for
failure to fulfil the conditions of the contract. These clauses are often set aside or modified by the courts. |
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Person
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The Bills of Exchange Act 1882 defines a person as including
“a body of persons, whether incorporated or not”. |
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Personal bar
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A doctrine which prevents a person from exercising a
real or personal right when the assertion of that right would conflict with justice. |
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Petition
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Formal application to court for specific judicial action.
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Placing
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Occurs where the majority, or often the complete new
issue of securities, is allotted to a small number of large investors who have been approached privately by the sponsor without any public offer being made. Also known as “selective marketing”. |
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Plaintiff
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The person or entity that brings an action in court against
another person or entity. More commonly called the claimant. The plaintiff or claimant is the first named in each case. |
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Positive prescription
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Period of time, 5 or 20 years, after which rights are
obtained. |
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Power of attorney
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A formal instrument by which one person authorises
another to perform certain acts for him. |
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Prescription
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Passing of period of time which either confers or
extinguishes rights. |
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Primary legislation
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Acts of Parliament in the UK. Also treaties of the
European Union. |
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Principal
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One who gives instructions to an agent.
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Private limited company
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A limited company whose shares are privately owned
and cannot be traded. |
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Pro rata
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Proportionally.
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Profits
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Under Section 263(3), Companies Act, profits available
for distribution are the company’s: “… accumulated, realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated, realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made.” |
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Prospectus
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A document inviting the public to invest in shares or
debentures of a public company. The procedure is often called a flotation. In the case of a listed company the prospectus must contain the information required by the Stock Exchange. However, in the case of unlisted companies, compliance must be made with the Financial Services Act 1986. |
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Protest
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A protest is the official certificate given by a notary
public respecting the dishonour of a bill of exchange by non-acceptance or non-payment. When a bill is dishonoured, a holder may hand it to a notary public to be protested. The notary presents it again to the drawee or to the acceptor, and if acceptance or payment is still not obtained, a note of the facts is made upon the bill, or upon a slip attached to the bill, which act constitutes a “noting” of the bill. The official certificate, or protest, may be extended subsequently, as of the date of the noting. The bill may be noted on the day of its dishonour, and must be noted not later than the next succeeding business day. |
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Proxy
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A person, who is not necessarily a member, appointed
by a company member to attend and vote at a company meeting. Often directors offer themselves as proxies by sending out proxy forms with the notice of the meeting. |
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Public (limited) company
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Any limited company with a share capital is a public
company if its Memorandum states that it is a public company. Its name must end with the words “public limited company” or “plc”. Any company that is not a public company is a private company. A company must be a public company if it is to obtain contributed capital from anyone other than its founders or persons introduced individually without advertisement. |
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Quantum meruit
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A common law remedy, literally “what it is worth”. The
principle is often applied where a contract has been part performed. |
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Quasi loan
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A transaction under which a third party provides goods
or services to a director and is then repaid by the company, which in turn will receive repayment from the director. |
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Quorum
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The minimum number of persons who must be present
at a meeting in order for valid business to be transacted. The required number is usually laid down in the Articles. |
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Ratification
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The subsequent confirmation by a principal of an agent’s
actions when these have been outside the scope of the agent’s authority. |
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Reasonableness
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Many pieces of legislation permit the courts to set aside
conditions in a contract if they fail a “reasonableness” test in the eyes of the court. |
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Receiver
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The person appointed to deal with legal remedies of the
creditors of a company that is in default on a debenture trust deed. |
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Redeemable shares
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Under Section 159 of the Companies Act 1985, a
company may issue redeemable shares if authorised by its Articles, whether or not those shares be preference shares or ordinary shares. It is common for redeemable shares to be made redeemable between certain dates.+xml, */* |
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Regulated credit agreement
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For practical purposes this can be described as an
agreement whereby a creditor provides credit not exceeding £25,000 to an individual.t |
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Relief
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The right to reimbursement of expenses incurred.
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Rescission
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The act of an injured party walking away from a contract
– often applied as an equitable remedy. |
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Restitutio in integrum
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A general principle whereby if a party wishes to reduce
a contract, they must restore the other party to the position that he was in prior to the contract. |
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Rights issue
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A method of raising fresh share capital by a company
from its existing membership rather than from the public at large. Members are given a right to subscribe for further shares, usually in proportion to their existing holding and at a price below the market price. The rights may be sold (renounced) in favour of a third party. |
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Salaried partner
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A partner who is paid by way of a salary. Unlike general
partners, he is not normally liable for the firm’s debts. |
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Secondary legislation
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Laws that are passes on the basis of authority delegated
by Acts of Parliament. The main examples of secondary legislation are Statutory Instruments and by-laws. |
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Service contract
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Directors usually prefer a separate contract with the
company rather than relying on the Articles. The duration of the contract of employment will be stated along with other particulars including the amount of remuneration. A contract with a non-executive director will normally be a contract for the supply of his services so that he is not then an employee of the company but an independent contractor. |
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Shadow directort
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Not a formally appointed director, but one who controls
the actions of an actual director. Deemed to bear a director’s responsibilities under the Companies Act 1985. |
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Share certificate
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A document issued by a company certifying that the
person named therein is a company member and stating the number of shares registered in his name and the extent to which they have been paid up. A company can be personally barred from denying its accuracy./xa |
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Share premium
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The amount by which the price at which a share was
issued exceeds its nominal value. Share premiums must be credited to the share premium account which is subject to the rules relating to reduction of capital and may only be used for certain defined purposes, eg paying up bonus shares. |
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Sleeping partner
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Similar to a general partner except that he does not take
an active part in the management of the firm.werpoint |
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Special resolution
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A resolution at a general meeting of a company requiring
75% majority. Must be passed for certain actions to be taken. Must be registered. |
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Spouse
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Husband or wife.
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Statute lawwife.
|
Acts of Parliament and delegated legislation comprise
statute law. These are the superior sources of law in the UK. |
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Statutory Instrument
|
A type of secondary legislation, mainly intended to vary
the provisions of existing Acts of Parliament.werpoint |
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Statutory meeting
|
Meeting of creditors in a sequestration called by the
interim trustee within 28 days of the date of sequestration. |
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Subscription lists
|
The lists of persons who have subscribed for shares
following a public flotation. It is always hoped that it will be possible to “close the subscription lists” immediately after the time (stated in the prospectus) at which they are to be opened. Provided the market has been correctly judged, more than enough applications will have been made by the public and therefore applications after that time will be returned to those who have applied. |
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Shadow directort
|
Not a formally appointed director, but one who controls
the actions of an actual director. Deemed to bear a director’s responsibilities under the Companies Act 1985. |
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Share certificate
|
A document issued by a company certifying that the
person named therein is a company member and stating the number of shares registered in his name and the extent to which they have been paid up. A company can be personally barred from denying its accuracy./xa |
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Share premium
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The amount by which the price at which a share was
issued exceeds its nominal value. Share premiums must be credited to the share premium account which is subject to the rules relating to reduction of capital and may only be used for certain defined purposes, eg paying up bonus shares. |
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Sleeping partner
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Similar to a general partner except that he does not take
an active part in the management of the firm.werpoint |
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Special resolution
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A resolution at a general meeting of a company requiring
75% majority. Must be passed for certain actions to be taken. Must be registered. |
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Spouse
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Husband or wife.
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Statute lawwife.
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Acts of Parliament and delegated legislation comprise
statute law. These are the superior sources of law in the UK. |
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Shadow directort
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Not a formally appointed director, but one who controls
the actions of an actual director. Deemed to bear a director’s responsibilities under the Companies Act 1985. |
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Statutory Instrument
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A type of secondary legislation, mainly intended to vary
the provisions of existing Acts of Parliament.werpoint |
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Share certificate
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A document issued by a company certifying that the
person named therein is a company member and stating the number of shares registered in his name and the extent to which they have been paid up. A company can be personally barred from denying its accuracy./xa |
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Statutory meeting
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Meeting of creditors in a sequestration called by the
interim trustee within 28 days of the date of sequestration. |
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Share premium
|
The amount by which the price at which a share was
issued exceeds its nominal value. Share premiums must be credited to the share premium account which is subject to the rules relating to reduction of capital and may only be used for certain defined purposes, eg paying up bonus shares. |
|
Sleeping partner
|
Similar to a general partner except that he does not take
an active part in the management of the firm.werpoint |
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Subscription lists
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The lists of persons who have subscribed for shares
following a public flotation. It is always hoped that it will be possible to “close the subscription lists” immediately after the time (stated in the prospectus) at which they are to be opened. Provided the market has been correctly judged, more than enough applications will have been made by the public and therefore applications after that time will be returned to those who have applied. |
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Special resolution
|
A resolution at a general meeting of a company requiring
75% majority. Must be passed for certain actions to be taken. Must be registered. |
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Spouse
|
Husband or wife.
|
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Statute lawwife.
|
Acts of Parliament and delegated legislation comprise
statute law. These are the superior sources of law in the UK. |
|
Statutory Instrument
|
A type of secondary legislation, mainly intended to vary
the provisions of existing Acts of Parliament.werpoint |
|
Statutory meeting
|
Meeting of creditors in a sequestration called by the
interim trustee within 28 days of the date of sequestration. |
|
Subscription lists
|
The lists of persons who have subscribed for shares
following a public flotation. It is always hoped that it will be possible to “close the subscription lists” immediately after the time (stated in the prospectus) at which they are to be opened. Provided the market has been correctly judged, more than enough applications will have been made by the public and therefore applications after that time will be returned to those who have applied. |
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Supervening illegality
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Where a contract is formed, but there is a change in the
law or in the political situation, and this renders performance illegal. |
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Supervening impossibility
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If the subject matter of the contract, or something that is
essential to the performance of the contract is destroyed, the contract is frustrated. |
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Surety
|
Legal security against loss.
|
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Table A
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A model set of Articles of Association. Since 1 July 1985, the form of Table A has been specified in SI 1985 No. 805.
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Tacit overdraft
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This occurs where a borrower overdraws his or her
current account and the account remains overdrawn for more than three months with the tacit, or implied, consent of the bank. |
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Tacit relocation
|
The legal principal by which a contract which was
entered into for a fixed period but carries on beyond that date is deemed to continue on the same terms and conditions. |
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Takeover
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The acquisition of shares in a company by another
company. |
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Title
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Legal right to ownership.
|
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Tort
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A civil wrong. The most important (for this course) is
negligence. |
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Transferee for value
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Someone to whom a cheque has been transferred
without it being endorsed by the transferor. |
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True owner
|
There is no definition of a true owner in the Bills of
Exchange Act, but in the ordinary case where a cheque is forwarded by the drawer to the payee, the payee is clearly the true owner of the cheque as soon as he receives it. If he endorses it and negotiates it, the true owner is the person to whom the cheque has now been negotiated; that is, the last person in the history of the cheque who is entitled to enforce payment of it from the drawer. These cases present no difficulty. It is where fraud enters into the history of a cheque that the determination of the true owner may become more difficult. “Usually he will be the person from whom it was originally stolen, or obtained by fraud, but not necessarily so, since if the instrument is in a negotiable state, as if it is payable to bearer, it may be negotiated away to a holder in due course, and he is then the true owner (Smith -v- Union Bank of London, 1875, 1 Q.B.D. 31)”. (Lord Chorley, Gilbart Lectures on Banking, 1953) |
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Truncation
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Removal of the obligation to send cheques back to the
relevant branch of the paying bank. |
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Uberrimae fidei
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Of the utmost good faith.
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Ultra vires
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Beyond the powers of.
|
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Undisclosed principal
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The principal’s identity is not known to the third party
but as long as the agent acts within his authority he does not incur rights or liabilities. |
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Undue influence
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Psychological or emotional pressure to enter into a
contract. |
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Unenforceable contract
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When due to some statutory, or other rule, a contract
cannot be enforced by action, but it is not so forbidden as to render it void. |
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Variation order
|
Court order used where a missing person who had been
presumed dead by an action of declarator reappears or if it is later discovered that death was at a different time other than stated in a decree granted in an action of declarator. |
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Vicariously liable
|
A legal principle which states that an employer is liable
for damage caused to another person by his employee while the employee was carrying out his work. |
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Void contract
|
If a contract is deemed to be void, then this is as if the
contract had never existed in the first place. As a result, it cannot be enforced and if the purpose of the contract was to transfer property, then no title to that property can be given. |
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Voidable contract
|
A defective contract which remains in existence until it
is set aside by the party entitled to avoid it. |
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Warranty
|
A condition of a contract that is secondary to the main
purpose of the contract. A breach of warranty does not necessarily mean that the contract has been breached. |
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Winding up
|
Synonym for the liquidation procedure by which a
company can be dissolved. May be instigated by members or creditors (voluntary winding up) or by order of the court (compulsory winding up). In both of those cases the procedure involves the appointment of a liquidator to assume control of the company’s affairs from the directors. He will collect the assets, pay debts in a certain order and distribute any surplus funds to the company’s members according to their rights. |