oh my freaking god.
i am having my blaw exam paper later, at 2pm.
shit.
why am i feeling so nervous right now?
Passing Off
when one trader represents his goods similar to that of the plaintiff
the plaintiff must prove three points:
1. he has a business goodwill to protect
2. the defendant committed acts of misrepresentation which leads to confusion and deception of the customers
3. it must be reasonably foreseeable that the misrepresentation will cause injury to the business or goodwill of another trader and there was in fact such injury or damage. hence, in order to succeed in the action for passing off, the plaintiff must either be carrying out a business in Singapore or have engaged in substantial pre-trading acticities in order to generate the goodwill he wishes to protect
Directors' Duties
1. he is expected to show the level of skill that a person of his knowledge or experience is expected to show
2. fiduciary duties
- he must act in the interest of the company
- he must exercise oiwers delegated to him only for the purposes for which they were delegated
- he must avoid getting himself into a position whereby there may be a conflict between his personal interest and his duty as a director
2. statuory duties
- recommending the amount of dividends to be paid and make sure that these dividends came from profits and not the capital of the company
- ensuring that the company keeps proper accoutning records
the power of a partner to bind the firm and his co-partners depend on whether he has acted in his capacity as a partner and dealt with the third party who belives or thinks that he is an agent and whether he has acted within his actual and apparent authority.
Memorandum of Assocation
- sets out the framework and the most basic important information
-> name of company
-> particulars of shareholders
-> sahre capital of the company
-> statement that indicates the first shareholders' intention to set up the company and the number of shares held by each of them
Articles of Assocation
- internal management of the company
- fingers crossed.
posted by kaylin. @ 8:57:00 am
