UNIVERSITY OF GHANA

(All rights reserved)

DEPARTMENT OF ORGANIZATION AND HUMAN RESOURCES MANAGEMENT

COLLEGE OF HUMANITIES
1st SEMESTER 2020/2021 ACADEMIC YEAR

COURSE SYLLABUS

Course Code and Title: UGBS 203 Commercial Law 1

Credits: 3

Lecture Period(s) and Venue:

Prerequisites: (if applicable)
Course Instructor(s)

· Name: Derick Ohemeng Mensah

· Office Location: Room S. 8
· OHRM Department
· Graduate Block
· Office Hours: Tuesday & Friday: 2.00pm- 3.00pm
· E-mail: odmensah@ug.edu.gh

· Name: Zeinab Ayariga

· Office Location: OHRM Department
· Office Hours,
· E-mail

Teaching Assistant (where applicable)

Not applicable

Introduction/Subject or Course Overview

The phrase “Commercial Law” is one classification of law which naturally triggers an examination of the legal
principles regulating the economic activities of buying and selling of commodities, service, trade, banking etc.
Three actors feature prominently in the arena of commerce, namely sellers, buyers and the regulator. Commercial
law is therefore an enabling and a regulatory legal framework. For instance, the buying and selling of drugs is
regulated not only by the market forces of demand and supply, but also by the State through the regulatory agency
called Food and Drugs Board.

Course Objective/Goals:
The course objectives are two folds. And this is to say that students will study

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  The legal rights and duties that can be adjusted by agreement between individuals and/or businesses
(transactional laws like contract law, sales of goods law, hire purchase law, law of agency, etc), and
 The legal rights and duties that are innate to individuals (tort law )

The starting point in our study of commercial law is naturally contract law. Here we are interested in the contents
of contract law as they relate to the ‘general principles’ of contract and not the detailed rules applicable to different
types of contract. We progress from the general principle of contract law to the detailed rules applicable to such
specific types of contract like sale of goods, international sale transactions, hire purchase, agency, banking,
negotiable instruments, and other payment systems, securities, and e-commerce. Even though commercial law is
largely driven by contractual obligations, the modern commercial environment is also characterized by non-
contractual obligations like economic torts and unfair competition.

Learning Outcomes
The course is a two-semester academic programme. And at the end of the first semester, student in this class
should know and understand the following topics:
• Introduction to Ghana Legal System
• The Law of Contract
• Law of Agency
• Sale of Goods
• Hire Purchase
• E-commerce law
• Law of torts; especially economic torts of unfair competition

Course Delivery (optional):

The mode of delivery is lectures and tutorials.

Plagiarism policy
Plagiarism in any form is unacceptable and shall be treated as a serious offence. Appropriate sanctions, as
stipulated in the Plagiarism Policy, will be applied when students are found to have violated the Plagiarism policy.
The policy is available at http://www.ug.edu.gh/aqau/policies-guidelines. ALL students are expected to familiarize
themselves with the contents of the Policy.

Assessment and Grading (as applicable)

Mid-Semester Test/Interim Assessment 30 %
Final Exam 70 %

Grading Scale:
Refer to Undergraduate Handbook.

Reading List /Required Text (As Applicable)

Recommended or essential readings
Textbook
1. K. Adjei-Mensah, (2010) Principles of Business Law, Volume 1 (Revised Edition-2010) (Presbyterian
Press, Accra) (Copies on sale at University of Ghana Bookshop, Legon at GHC50)
2. K. Adjei-Mensah, (2016) Principles of Business Law, Volume 2 (Presbyterian Press, Accra) (Copies on
sale at University of Ghana Bookshop, Legon)

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Statute Law
1. The Courts Act, 1993 (Act 459)
2. Contract Act , 1960 (Act 25)
3. Sale of Goods Act, 1962(ACT 137)
4. The Hire Purchase Act, 1974 (NRCD 292)
5. Criminal and other Offences Act, 1960 (Act 29)
6. Electronic Transactions Act, 2008 (Act 772)
7. The Protection against Unfair Competition Act, 2000 (Act 589)
8. The Merchandise Marks Act, 1964 (Act 253)
9. Food and Drugs Act, 1992 (PNDCL 305B) as amended by the Food and Drugs (Amendment) Act, 1996
(Act 523)
10. Standards Act, 1973 (NRCD 173)

Additional Readings

Introduction to Law
1. Emmanuel Kwabena Quansah, (2011) The Ghana Legal System (Blackmask Ltd, Accra)
2. Glanville Williams (1982), Learning the Law (11th Ed) (Sweat & Maxwell, London)

Contract Law
1. Christine Dowuona-Hammond, (2011) The Law of Contract in Ghana (Frontiers Printing & Publishing Co,
Accra)
2. J. Beatson et al (ed)(2010), Anson’s Law of Contract (29th Ed) (Oxford University Press)
3. Paul Richards (1997) Law of Contract (3rd Ed) (Pitman Publishing, London)
4. P. Ebow Bondzi-Simpson (2010), Law of Contract (2nd Ed)
5. Michael Furmston, (2001) Cheshire, Fifoot & Furmston's Law of Contract, (14th Edition)(Butterworths
LexisNexis)
6. G H Treitel, An Outline of the Law of Contract (5 th Edition)(Butterworths, 1995)

Sale Of Goods
1. Christian Twigg-Flesner et al.,(2016 ) Atiyah and Adams’ Sale of Goods(13th Ed) (Pearson Education
Ltd).
2. R. M. Goode, Commercial Law

Hire Purchase
1. R. M. Goode, Hire-Purchase Law and Practice(2nd Edition)
2. Memorandum to the Hire-Purchase Decree,1974 NRCD 292

Commercial Law
1. Robert Bradgate, Commercial Law, 3rd Edition (Oxford University Press, 2005)
2. Michael Furmston & Pete Shears, Commercial Law-Lecture Notes (Cavendish Publishing, 1995)
3. Kenneth W. Clarkson et al, Business Law Text and Cases, Legal, Ethical, Global, and E-Commerce
Environments, 11th Edition (South-Western Cengage Learning, 2009, 2006)
4. LS Sealy and RJA Hooley, Commercial Law, Text, Cases, and Materials (4 th Edition)(Oxford University
Press, 2009)
5. Constance E. Bagley and Diane W. Savage, Managers and Legal Environment, Strategies for the 21 st
Century (5th Edition)(Thomson West, 2006)
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 6. Charles Chatterjee, E-Commerce Law for Business Managers, (London, Financial World Publishing, the
Chartered Institute of Bankers, 2002)
7. Abbott, et al; Business Law (9th Edition)(Cengage Learning EMEA, 2013)
8. Abbott, et al; Business Law (8th Edition)(Cengage Learning EMEA, 2007)

Agency Law
1. G.E.L Fridman, Law of Agency, 6th Edition (Butterworths, 1990)
2. F.M.B Reynolds, Bowstead and Reynolds On Agency, 16th Edition (Sweet & Maxwell, 1996)

Law of Torts
1. Atudiwe P. Atupare, Case Briefs The Law of Torts in Ghana, Vol I, (Letters and Marks Prepublishing,
2015)
2. Atudiwe P. Atupare, Case Briefs The Law of Torts in Ghana, Vol II, (Letters and Marks Prepublishing,
2015)
3. Stephen Offei, The Law of Torts in Ghana, Text, Cases and Materials (The Ghana Institute of Advanced
Legal Studies (GIALS), 2014)
4. Kofi Kumado, Introduction to Law of Torts in Ghana, (Black Mask Ltd, 2009)

Articles
1. Christine Dowuona-Hammond, Evolution of Consumer Protection Law in Ghana-Developments from
Independence to Date at p. 337 of Mensa Bonsu et al (ed) Ghana Law Since Independence, History,
Development and Prospect (Faculty of Law, University of Ghana)
2. Christine Dowuona-Hammond, The Reform of Consideration by the Contracts Act, 1960 (Act 25);
Implications for the Law of Contract in Ghana (1993-95)19 UGLJ1
3. Christine Dowuona-Hammond, Towards a Uniform Age of Majority in Ghana; Rethinking the Contractual
Capacity of Minors (1996-99) 20 UGLJ 62
4. N.A. Josiah-Aryeh, Saving the Lessor from Himself: the Doctrine of Unconscionability under section 18 of
the Conveyancing Decree (2002-04) 22 UGLJ 250
5. L K Agbosu, Contract Doctrine and the Modification of Estate Contract Terms under the Conveyancing
Decree, 1973 (NRCD 175) (1996-2000) 20 RGL 71
6. Samuel O. Manteaw, Entering the Digital Marketplace: E-Commerce and Jurisdiction in Ghana. 16
Transnational Law 345 (2002-2003)

General Reading
1. CUTS International; Competition Regime In Ghana; A Need of the Nation (Accra, CUTS 2015)
2. CUTS International; Making Competition Reforms Work for People, Evidence from Selected Developing
Countries & Sectors (Jaipur, India CUTS International, 2015)
3. The State of the Ghanaian Economy in 2015. (Institute of Statistical, Social and Economic Research,
ISSER, 2016)
4. Ghana Social Development Outlook 2012. (Institute of Statistical, Social and Economic Research, ISSER,
2013)
5. Ghana Social Development Outlook 2014. (Institute of Statistical, Social and Economic Research, ISSER,
2014)

Other Information
Class attendance is very key. Tutorial session may be scheduled with class .

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 Course Delivery Schedule

Week Date Lecture # Topic Comments

(if
applicable)

1A 5th - 9th Introduction to Ghana Legal Read generally Part 1 of K. Adjei-

April, 2021 System Mensah, (2010) Principles of
 What is law? Business Law, Volume 1 (Revised
 What is a legal system? Edition-2010)
 What are the sources of
law in Ghana?
 What is the system of
government in Ghana?
 What is the court system
in Ghana?
 Classifications of law into
public and private law

1B 5th - 9th 1 The Formation of a Contract Read generally pp 67-170 of K.

April, 2021  Definition of the Law of Adjei-Mensah, (2010) Principles of
Contract Business Law, Volume 1 (Revised
 Formalities Edition-2010)
 Offer & Acceptance
 Consideration Additional reading; Christine
 Intention to Create Legal Dowuona-Hammond, (2011) The
Relation Law of Contract in Ghana (Frontiers
 Capacity Printing & Publishing Co, Accra)

2A 12-16 2 The Contents of the Contract Read generally pp 67-170 of K.

April, 2021  The Terms of the
Contract
 Exemption Clauses
Factors that Vitiate a Contract
 Misrepresentation
 Mistake
 Duress, Undue Influence
and Inequality of
Bargaining Power
 Illegality
2B 12-16 3 Discharge of Contracts
April, 2021  Discharge by
Performance and Breach
 Discharge by Agreement
 Discharge by Frustration
Adjei-Mensah, (2010) Principles of
Business Law, Volume 1 (Revised
Edition-2010)
Additional reading; Christine
Dowuona-Hammond, (2011) The
Law of Contract in Ghana (Frontiers
Printing & Publishing Co, Accra)
Read generally pp 67-170 of K.
Adjei-Mensah, (2010) Principles of
Business Law, Volume 1 (Revised
Edition-2010)

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 Remedies for Breach of
Contract
 The Common Law
Remedy of Damages
 Equitable Remedies and
Limitation of Action
 Quasi-Contract
3A 19-23 1 Law of Sale of Goods
April, 2021
 Nature and Formation of a
Contract for the Sale of
Goods
 Kinds of Obligations
Created by the Sale of
Goods Act, 1962 (Act 137)
 Duties of the Seller under
the Contract for the Sale of
Goods
 Delivery of the Goods by
Seller
3B 19-23 2 Law of Sale of Goods
April, 2021  Duties of the Buyer
 Transfer of Property and
Risk in the Goods
 Transfer of Property by a
Non-Owner
 Remedies of the Seller
 Remedies of the Buyer
4A 26-29 3 Law of Sale of Goods
April, 2021  International Sale of Goods Adjei-Mensah, (2010) Principles of
Transactions
Interim Assessment
4B 26-29 1 Law of Agency
April, 2021  Agency Formation and
Duties
o Agency
Relationships
o Formation of the
agency
Relationship
o Duties of agents
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Additional reading; Christine
Dowuona-Hammond, (2011) The
Law of Contract in Ghana (Frontiers
Printing & Publishing Co, Accra)
Read generally pp 211-245 of K.
Adjei-Mensah, (2010) Principles of
Business Law, Volume 1 (Revised
Edition-2010)
Additional information in PPT slides
presentation in class.
Read generally pp 211-245 of K.
Adjei-Mensah, (2010) Principles of
Business Law, Volume 1 (Revised
Edition-2010)
Additional information in PPT slides
presentation in class
Read generally pp 211-245 of K.
Business Law, Volume 1 (Revised
Edition-2010)
Additional information in PPT slides
presentation in class
Read generally pp 171-210 of K.
Adjei-Mensah, (2010) Principles of
Business Law, Volume 1 (Revised
Edition-2010)
Additional information in PPT slides
presentation in class.
 and Principals
o Rights and
remedies of Agents
and Principals
5A 3-7 May, 2 Law of Agency Read generally pp 171-210 of K.
2021  Liability to Third Parties and Adjei-Mensah, (2010) Principles of
Termination Business Law, Volume 1 (Revised
o Scope of agent’s Edition-2010)
Authority
o Liability for Additional information in PPT slides
contracts presentation in class.
o Liability for torts
and crimes
 Termination of an agency
5B 3-7 May, 1 Law of Hire Purchase Read generally pp 253-263 of K.
2021  The Nature of hire- Adjei-Mensah, (2010) Principles of
purchase agreement Business Law, Volume 1 (Revised
 History of Hire-Purchase Edition-2010)
Law in Ghana (pre-1958 to
date) Additional information in PPT slides
 Formation of Hire-Purchase presentation in class.
Agreement under the Hire-
Purchase Act, 1974 (NRCD
292)
 Hirer’s right of termination
and liability upon
termination. Restriction on
owner’s right to recover
protected goods
6A 10-14 May, 2 Law of Hire Purchase Read generally pp 253-263 of K.
2021  Implied terms in hire- Adjei-Mensah, (2010) Principles of
purchase agreement. Business Law, Volume 1 (Revised
 Rights of third parties in Edition-2010)
event of wrongful sale of
goods by hirer. Additional information in PPT slides
presentation in class.

6B 10-14 May, E-commerce law Information in PPT slides

2021  General overview of E-
commerce
 E-commerce and Internet in
Ghana
 The Internet and
Jurisdiction in Ghana
presentation in class.
Read Samuel O. Manteaw, Entering
the Digital Marketplace: E-
Commerce and Jurisdiction in
Ghana. 16 Transnational Law 345
(2002-2003) (hard copy available for

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 distribution)
7A 17-21 May, Torts law Read generally pp 27-70 of K. Adjei-
2021  Economic torts Mensah, (2016) Principles of
o What is tort? Business Law, Volume 2
o Distinction between
Torts and Contract Additional information in PPT slides
o Passing off presentation in class.
o Interference with
contractual
relationship
o Conspiracy
o Intimidation
o Causing loss by
unlawful means
o Injurious falsehood
o Statutory protection
against unfair
competition
17-21 May, Revision
2021
Examinations