Aspects of Business

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Introduction

 It is imperative for any business organization to identify the legal sources, access them and understand their importance by keeping track of the potential changes in these sources. (Walsh, 2015). The paper will make the learner understand Sales of Goods Act of 1979 by explaining some of the satisfactory qualities under the Act. The paper aims at helping the learner to develop the skills and knowledge of the laws and regulations in business environments, the legal principles and the critical concepts of the information of a contract. To achieve this, the paper will analyze some incidences in the business where the concept of contract applies. It will also look at the control test, integration test and multiple reality tests as the tests in employment law.

Part A

Acts of government that governs exclusion of Clauses

The Sales of Goods Act covers the contracts of sales of goods between two parties, a buyer, and a seller. Under this Act, the buyer must be a commercialized dealer of the products for the description provisions to apply. SOGA Act has same rules as in the civil code (Acts 1S22; 26-28) where the sales contracts are covered. The parties to the contracts have to file the will of addressing specific issues for the SOGA Act to regulate consumer contracts. The seller is alleged to use one or more exclusive causes if the contract is informed of invoice, or bill of landing.  All common law of jurisdiction authorizes a party, who might be willing to contract out of the SOGA provisions in the condition that; “the duty or accountability would come about as a result of a legal contract, where it may be legal or varied through an express agreement or by its application in binding the parties under the binding agreement.”(Yusoff et al. 2015)

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Differences between contract and warranty

A contract is a written or verbal agreement enforceable when two or more parties, for instance, a seller and a buyer agrees to provide a product in a sound mind for them to practice and fulfill their promises under the law(Walsh, 2015). Defining a contract regarding sales takes into account an offer between a buyer and a seller to offer goods or services for an acceptable price where the offer may provide immediate payment, payment on delivery or by installments. However,a warranty is provision collateral that is necessary to the main aims of the contract in that the violation offers right to treat the contract as disclaimed (Warranties, 2014). It is a legally binding guarantee that if you find a fault in a product you bought from a buyer, within a stated period, you get compensated.

What is meant when a contract is frustrated?

A frustrated contract is when a business enters an agreement with another party or an individual then the party fails to uphold the contractual obligations due to the unforeseen events. As a result, the obligations under the contract become different from the ones the parties agreed on leading to an automatic termination of the contract. In this case, we can say that the contract is frustrated.

What constitutes a misrepresentation?

Misrepresentation refers to a false statement or incomplete statement which can induce another party to commit to an obligation even though the action does not concur with the deliverables outlaid within the contract. The misrepresentation constitutes of the false statement of fact, where, the information must be the false statement of neither truth nor an opinion or future intention of law (Clarkson et al., 2014). The three major forms of misrepresentation include the fraudulent, negligent, and innocent types of misrepresentation.

Satisfactory quality under the Sale of Goods Act 1979

The term involved in this contract for sale and buying of goods without violation of the meaning of Sale of Goods Conduct 1979(SOGA).   Goods must meet the standards that a reasonable person would regard as reasonable. In this case, goods can be considered satisfactory quality.  Under Act Section 14(2A), SOGA, the goods must account for all other relevant circumstances (Yusoff et al. 2015). The condition regards the price of the products, and any mother descriptions like the fitness for all purposes, the goods appearance and finish and autonomy from insignificant defects. Section 14(2B) SOGA accounts for the durability as a satisfactory quality. Sales of Goods Act 1979, can only consider a product to be having satisfactory quality upon having the qualities as stated by the law.

 PART B

Case Study of O’Brien G MGN LTD `2001 EWCA Civ 1279

This is a Civil Case. Mr. O’Brien filed a complaint with the court, informing the court about the wrong he had allegedly suffered because of the defendant, the newspaper, and he calls for the remedy to the situation. O’Brien had participated and won the scratch on the newspaper and qualified for £50, 000. According to the newspaper rules, only one or two individuals are supposed to win. The case shows that the paper made a mistake and 1472 entrants won and claimed for the recovery.  The provisions of the newspaper state that, if more than one entrants win the prize, the prize draw must be conducted to determine the final winner.

 The Claimant, in his grievances, seeks that the newspaper had not published the rules of competition on the day he participated in the game. The plaintiff accuses the newspaper of not incorporating the contract with him. His claim is based on the fact that the newspaper failed to bring the rules of competition in the attention of the entrants; hence he was permitted to recover £50,000. On the other hand, the defendant, the newspaper, claims that the “Nominal Mirror Group Rules Apply” was established in the paper and the Complainant had enough time to incorporate the terms by reference and even could have visited their offices to inform them. The defended contested the complainant demand made against them in the court by stating that the contractual rules were in the newspaper when the Plaintiff participated in the game and that there were sufficient rules in the paper that incorporated into the agreement by reference. The rules were on the paper to guide the entrances on the play and prize draw hence the Plaintiff had no reason to sue the newspaper.

  Three Court Judges are assigned to hear the court appeals. The Federal Court decides on the decision that has been agreed upon by two or three of the judges. An appeal cannot be agreed upon by one judge (Jäckle, 2016) If the judges are not present, the court cannot review the cases. The precedent that authorizes the act in this study is that the rules were published in the paper on the day the Plaintiff purchased and participated in the game. Also, the “Nominal Mirror Group Rules Apply” was enough to integrate the terms into the contract by reference.

PART C

The process that a Bill takes to become an Act of Parliament

Image result for Draw a diagram of the process that a Bill takes to become an Act of Parliament.

Figure 1: Process of enactment of a bill.

PART D

Tests in an employment Law

Control test

Refers to tests carried out to determine the relationship between the employee and employer.  The few tests can distinguish between the wrongdoer and their alleged master by deciding who the employee is and who is self-employed.  Regarding the contract of service, the control test determines the employee-employment relationship (Clarkson et al., 2014). It also applies in the case of the contract for service where it defines the relationship between the business owner and the contractor.  In legal cases, control test can be used to determine if the employee can be controlled by the employer to know whether the court is dealing with someone employed by the company to work as a contractor. It states that the employer can only control the work if the worker is a regular employee. However, in case of independent contractors, the workers are permitted to work on their terms without being controlled by the employer.

Integration test

This is a test used in the employment law to determine whether the professional skills of the employee make them have a significant degree of independence on the work they do. Under the contract of service, an employee is hired as part of the organization, and he performs as an integral part of the business (Walsh, 2015). However, in the case of the contract for service, the work is not integrated into the organization.  The test depends on factors like the location of the work, rate of pay and the working hours.  It shows that the worker is more likely to become an employee of a business if the integration is immense. Also, it shows the worker becomes part of the organizational control if he/she works in the internal part of the business.

Multiple/Reality test

This is a more flexible test that was used by the court to look at the factors in the employment relationship and the employee’s status.  This test identifies three conditions to be accounted for when deciding if the employee is the wrongdoer. The employee must have agreed to offer service in return of the payment, the employer must be having a degree of control, and the court must consider numerous factors in deciding if the wrongdoer is an employee.

PART E

Binding Contract

A binding contract is comprised of the essential elements bounded in a contract, except that it requires a stipulated level of capacity as well as the legal purpose. These elements include the mutual obligation between the parties to the contract, where there must be an offer and an acceptance. The proposal should define the terms under consideration, where lack of the essential elements or the capacity as well as the legal purpose may nullify the qualification for the contract to be binding. Defining the terms as the crucial elements of a binding contract imply that the conditions therein are reasonably precise as the legislative body would want to analyze the bargain and determine the obligation of the parties involved (Clarkson et al., 2014). The mutuality of such bond or agreement is demonstrated through the action of both the parties, where one party advances the offer, while the other party concedes to the terms of the offer with an acceptance.

            An offer of a mutual obligation is when the offeror gives a proposal of some exchange with the other party, which is the offeree. The process of acceptance comes about when the offeree consents to the terms and conditions of the obligation. On the other hand, the process of defining terms involves ensuring that the terms outlined in the contract are reasonably certain. If any party is not contented with the outcome of the contract, it may resolve to take a legal action, where the jury would look at the bargain and determine the obligations of the offeror and the offered. Consequently, the consideration of such a contract is what the participants in the contract agree to exchange. The consideration is a valuable good or services, whose worth can be determined and documented. The account may also be a refrain from the legal right to act on some obligation.

            Creating a binding contract involves the consideration that both parties must have the capacity of meeting the stipulated obligation (Horner et al., 2018). The capacity is the ability of the parties to either assent to the terms or to set the terms, where it covers the broader perspective of mental consent and the authority to contract. Different situations may lead to the nullification of the fact that the contract question is binding. For instance, a contract cannot be binding if a mental disorder led to the disagreement between the parties on the comprehension of the nature and consequences of the transaction. Incapacitation in mental structures can result from the development of disability, insanity or drug use, which may heighten the levels of intoxication.

 An analysis of the case of Zak versus Huddersford Vintage Jewellery can help in showing the deliverables in a binding contract and in the determination of the consideration that Zak has or may lack a binding contract with the company. The essential elements that will be discussed to reach a conclusion on the contract and the determination of whether it is binding or not are the offer, acceptance, the intention of the legal consequences and the consideration. Firstly, the engagement between the Zak and Huddersford Vingage Jewellery is a contract as it is an agreement between two or more parties that is enforceable by law. In this case, if the fundamentals of the contract are breached, the aggrieved party can take legal action for the court to determine whether the deliverables therein have been broken (Horner et al., 2018).

 The contract was not binding considering the way in which the offer was made. As an antique dealer, Zak made an offer on a gold necklace watch on the 5th of April, where he responded through the website to purchase the watch at £6,000 by cheque. He also confirmed the purchase attaching his contact details. It is evident that even though Ben and Perry discussed the matter and settled on the £6,000 that had been offered by Zak, the email for acceptance did not go through. The jewelry dealers then agreed to stick out for £6,500 for the watch, where Perry voice-mailed Zak according to the agreement and the time when the offer would be left open. This implies that Zak had given his offer even though the parties had not communicated to him that they had accepted the offer. Moreover, the contract was not binding since Zak accepted the new purchase price of £6,500 when the time given in the offer was due. The sellers had communicated that the offer was open till 5.00 pm, while Zak accepted the offer at 9.00 is the following day. His acceptance had come at a time when the proposal was closed, which implies that he does not have a legal obligation against the jewelry company, which also disqualifies the fact that he has a legitimate binding contract with Huddersfield Vintage Jewellery.

            Acceptance is another concept that can determine if a contract is binding or not (Yusoff et al. 2015). Zak had made his offer, while the seller had accepted the offer under his terms and conditions for purchasing the watch at £6,000 by cheque. The contract cannot be binding because even though Ken and Perry had consented to the terms and conditions that Zak had offered, their acceptance did not reach the seller due to the internet problems. Consequently, Zak accepted to purchase the watch for the new price of £6,500 even though his approval came when the time of the offer was closed by almost 12 hours. The contract is also not binding as valuable considerations do not reinforce it. It is evident that the parties involved lacked communication mediums to reach a consensus. In this case, both parties never made a promise to carry out their obligations in return for the other party to provide a benefit of value. Even though Ben and Perry agreed to sell the watch at the initial offer of £6,000, they never made the official promise, which means they did not leave up to the requirements of the consideration, which further nullifies the argument that the contract was binding. Moreover, since Zak agreed to pay the watch at the new price of £6,000, the offer had been closed and as such; Ben and Perry did not have any obligation of fulfilling their promise.

Conclusion

Employment laws are the laws that control the relationship between the employees and employers. Control tests, integration tests, and multiple tests are the examples of employment laws that the court uses in making the judgment in cases involving employees and employers. Business laws, on the other hand, refer to the regulations that dictate how the business runs including the laws governing the contract between a seller and a buyer. In this connection, Sales of Goods Act is being used as the Act of Parliament that rules the exclusion of clauses as it governs the violation of the contract made when a buyer sells goods to sellers.
References

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Clarkson, K., Miller, R., & Cross, F. (2014). Business Law: Texts and Cases. Nelson Education.

Horner, C., Tenenbaum, E., Sipp, D., & Master, Z. (2018). Can civil lawsuits stem the tide of direct-to-consumer marketing of unproven stem cell interventions? npj Regenerative Medicine3(1), 5.

Jäckle, S. (2016). Pathways to Karlsruhe: A sequence analysis of the careers of German Federal Constitutional Court judges. German Politics25(1), 25-53.

Walsh, D. J. (2015). Employment law for human resource practice. Nelson Education.

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Yusoff, S. S. A., Ismail, R., Markom, R., & Zakuan, Z. Z. M. (2015). Consumer protection and the Malaysian Sale of Goods Act 1957. International Business Management9(4), 452-459.