ACCA考试F4公司法与商法（Irish）真题2009年12月及答案解析.doc

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1、ACCA考试 F4公司法与商法（Irish）真题 2009年 12月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the courts powers to interpret legislation, explain and differentiate between: （分数：10.00）(1).(a) the literal approach, including the golden rule; and (5 marks) （分数：5.00）_(2).(b) the p

2、urposive approach, including the mischief rule. (5 marks)（分数：5.00）_In relation to the law of contract, explain: （分数：10.00）(1).(a) the postal rule; (5 marks) （分数：5.00）_(2).(b) the doctrine of privity. (5 marks)（分数：5.00）_In relation to remedies for breach of contract, explain: （分数：10.00）(1).(a) the di

3、fference between liquidated damages and penalty clauses; (7 marks) （分数：5.00）_(2).(b) the duty to mitigate losses. (3 marks)（分数：5.00）_1.In relation to the law of negligence, explain the extent of a company auditors duty of care and to whom any such duty is owed. (10 marks)（分数：10.00）_In relation to co

4、mpany law, （分数：10.00）(1).(a) explain the meaning of limited liability. (3 marks) （分数：5.00）_(2).(b) Explain and distinguish between: (i) unlimited companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)（分数：5.00）_In the context of companies in f

5、i nancial diffi culty, distinguish between and briefl y explain the operation of: （分数：10.00）(1).(a) compulsory winding up; (4 marks) （分数：5.00）_(2).(b) examinership. (6 marks)（分数：5.00）_In the context of contracts of employment, explain the common law duties imposed on: （分数：10.00）(1).(a) employers; (6

6、 marks) （分数：5.00）_(2).(b) employees. (4 marks)（分数：5.00）_2.Whilst at work Andy always parked his car in a car park operated by Bash Ltd. On the entry to the car park just in front of the payment machine there is a large sign in fl uorescent red paint which states: These premises are not staffed by ou

7、r employees and may be dangerous. Clients use these facilities strictly at their own risk and Bash Ltd accept no liability whatsoever for any damage or injury sustained by either those using this facility or their vehicles or property, no matter how caused. Andy was aware of the sign, but had never

8、paid much attention to it. However, one day he returned to his car to find that it had been badly damaged by a towing vehicle driven by an employee of Bash Ltd. Whilst on his way to the car park offi ce to complain he was hit by the same towing vehicle, which was clearly being driven dangerously by

9、one of Bash Ltds employees. As a result, not only was his car severely damaged, but he suffered a broken leg and was off work for eight weeks. Bash Ltd has accepted that its employee was negligent on both counts but denies any liability, relying on the exclusion clause. Required: On the understandin

10、g that the clause excluding Bash Ltds liability was incorporated into its contract with Andy, advise Andy whether there is any action he can take against Bash Ltd. (10 marks)（分数：10.00）_3.Caz is a director of Dull plc, but she also carries out her own business as a wholesale supplier of specialist me

11、tals under the name of Era Ltd. Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without revealing any link with Era Ltd. Required: Analyse the situation explaining any po

12、tential liability that Caz may have in relation to the sale of the metal to Dull plc by Era Ltd. (10 marks)（分数：10.00）_Fran, Gram and Hen registered a private limited company Ire Ltd in January 2005 with a share capital of 300, which was equally divided between them, with each of them becoming a dire

13、ctor of the company. Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of 10,000. At that time Fran said he thought the company should cease trading and be wound up. Gram and Hen, howev

14、er, were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retaining his position as a company director. In the course of the next three years Gram and Hen f

15、alsifi ed Ire Ltds accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the companys debts and that it would have to go into insolvent liquidation, with debts of 100,000. Required: Advise Fran, Gram and Hen as to any po

16、tential liability they might face as regards:（分数：10.00）(1).(a) fraudulent trading, under both criminal and civil law; (5 marks) （分数：5.00）_(2).(b) reckless trading under s.297A of the Companies Act 1963. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Irish）真题 2009年 12月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questio

17、ns ar(总题数：10，分数：100.00)In relation to the courts powers to interpret legislation, explain and differentiate between: （分数：10.00）(1).(a) the literal approach, including the golden rule; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the purposive approach, including the mischief rule. (5 marks)（分数：5.00）_正

18、确答案：( )解析：In relation to the law of contract, explain: （分数：10.00）(1).(a) the postal rule; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the doctrine of privity. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to remedies for breach of contract, explain: （分数：10.00）(1).(a) the difference between liquidated damages

19、 and penalty clauses; (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the duty to mitigate losses. (3 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of negligence, explain the extent of a company auditors duty of care and to whom any such duty is owed. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to comp

20、any law, （分数：10.00）(1).(a) explain the meaning of limited liability. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain and distinguish between: (i) unlimited companies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (3 marks)（分数：5.00）_正确答案：( )解析：In the conte

21、xt of companies in fi nancial diffi culty, distinguish between and briefl y explain the operation of: （分数：10.00）(1).(a) compulsory winding up; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) examinership. (6 marks)（分数：5.00）_正确答案：( )解析：In the context of contracts of employment, explain the common law duties i

22、mposed on: （分数：10.00）(1).(a) employers; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) employees. (4 marks)（分数：5.00）_正确答案：( )解析：2.Whilst at work Andy always parked his car in a car park operated by Bash Ltd. On the entry to the car park just in front of the payment machine there is a large sign in fl uoresc

23、ent red paint which states: These premises are not staffed by our employees and may be dangerous. Clients use these facilities strictly at their own risk and Bash Ltd accept no liability whatsoever for any damage or injury sustained by either those using this facility or their vehicles or property,

24、no matter how caused. Andy was aware of the sign, but had never paid much attention to it. However, one day he returned to his car to find that it had been badly damaged by a towing vehicle driven by an employee of Bash Ltd. Whilst on his way to the car park offi ce to complain he was hit by the sam

25、e towing vehicle, which was clearly being driven dangerously by one of Bash Ltds employees. As a result, not only was his car severely damaged, but he suffered a broken leg and was off work for eight weeks. Bash Ltd has accepted that its employee was negligent on both counts but denies any liability

26、, relying on the exclusion clause. Required: On the understanding that the clause excluding Bash Ltds liability was incorporated into its contract with Andy, advise Andy whether there is any action he can take against Bash Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：3.Caz is a director of Dull plc, but she

27、 also carries out her own business as a wholesale supplier of specialist metals under the name of Era Ltd. Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without reveali

28、ng any link with Era Ltd. Required: Analyse the situation explaining any potential liability that Caz may have in relation to the sale of the metal to Dull plc by Era Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：Fran, Gram and Hen registered a private limited company Ire Ltd in January 2005 with a share cap

29、ital of 300, which was equally divided between them, with each of them becoming a director of the company. Although the company did manage to make a small profi t in its fi rst year of trading, it was never a great success and in its second year of trading it made a loss of 10,000. At that time Fran

30、 said he thought the company should cease trading and be wound up. Gram and Hen, however, were insistent that the company would be profi table in the long-term so they agreed to carry on the business, with Fran taking less of a part in the day-to-day management of the business, although retaining hi

31、s position as a company director. In the course of the next three years Gram and Hen falsifi ed Ire Ltds accounts to disguise the fact that the company had continued to suffer losses, until it became obvious that they could no longer hide the companys debts and that it would have to go into insolven

32、t liquidation, with debts of 100,000. Required: Advise Fran, Gram and Hen as to any potential liability they might face as regards:（分数：10.00）(1).(a) fraudulent trading, under both criminal and civil law; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) reckless trading under s.297A of the Companies Act 1963. (5 marks)（分数：5.00）_正确答案：( )解析：