10190641

Nguyen Quynh Trang

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Table of content

Roles of government in law-making......................................................................................3

Legislation, regulations and standards.................................................................................5

Violating the laws..................................................................................................................6

Offer......................................................................................................................................7

Consideration........................................................................................................................7

How the courts make the distinction between a contract of service and a contract for
service.............................................................................................................................8

Legal forms of different types of business organizations......................................................9

Raising finance in a company...............................................................................................11

Online dispute resolution......................................................................................................12

References...........................................................................................................................15

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 I. Roles of government in law-making

9.1 Sources of law

According to the University of York, there are two main sources of Law in UK which are Legislation
(expressed as act code or Statute) made by Parliament and Case Law (or Common Law) made by
Courts. Case law is law that is created by court judgments, i.e. how cases are decided. The 'common
law' refers to the substantive law and rules developed by judges based on previous cases.
Legislation, on the other hand, is created by Parliament in the form of statute law, or statute law, on
the other hand, is created by Parliament in the form of legislation (Slapper, G. and Kelly, D, 2003).

9.2 Act of Parliment and roles of government in law-making

According to the House of Commons (2011), the Legislative Head Parliament consists of three
divisions: The House of Commons, The House of Lords and The Queen. The House of Commons.
Everyone must agree to legislation before a legislative process takes place. Although the
government does not play a legislative role, it still has an important role to play in making law.

In particular, the government will have a draft bills plan to be considered by Parliament during the
meetings. These can be bills that are urgently needed or bills that a non-governmental member can
submit. The government has the majority of parliamentary acts and the national parliamentary
assembly consultant will guide the draft of the legislation and its impact on society (Kelly. R, 2005).
There is no capacity for the government to pass legislation but it is a proponent of legislation and a
forerunner to new legislation. Bills then go through stages include First reading, Second reading,
Committee stage, Report stage, third reading and Royal Ascent before become an official law.
Expecially, in the Report stage, all members of the Lords have an additional opportunity to examine
and amend a bill, and the government can also provide opinions on laws:

First reading

The new law is communicated to Parliament by the Government, the House of Commons or the
House of Lords.

Second reading

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 This is a discussion about the bill's main principles. The Minister of the Government will open the
debate, other members will be free to talk about it.

The committee stage

In this House of Commons and House of Lords, the work of the new law will be more closely
examined.

Report stage

The House of Commons or the House of Lords takes account of the changes that were made by the
group of people. We are discussing only amendments, so it is a purely formal stage if no one is
tabled. The government can give views as well.

Third reading

There are no amendments. In the Lords there will be a third reading in the afternoon.

Royal approval and further

A bill passed by both houses becomes law once the Royal Assent is granted and it has been
communicated to Parliament.

9.3 Statutory and Common law

Applying common law in court: The decisions of the Court rely heavily on prior court rulings.
Disputes are resolved by the exchange of evidence and argument in the common law system. After a
decision by the higher court, after a decision by the higher court, after a resolution by the higher
court of law, the judges may appeal the decision (Supreme Court of Jamaica, 2021)

Common law is undergoing continuous reform. Under the authority of a judge in a court of law, the
common law principle is fully applicable. In this case, the decision is made by legal documentation
based on court cases (Rasch. E and Tsebelis. G, 2010). In criminal cases, the House of Lords and the
criminal division (appeal) court decide which laws take precedence based on the gravity of the
crime.

Statutory applications at court: Contrary to common law, which in its application by the court is
subject to interpretation. In general, courts cannot read between the links of a statute to liberalize
its application. They are rather bound by their specific terms (HG.org, 2021).

These laws, at the discretion of the Court, have a different written format and structure. By passing
parliamentary chambers and using instruments such as secondary orders, regulations and

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 regulations, statutory provisions apply (Zander. M, 1765). In statutory definition, the written
structure is important. The statutes of Halsbury also include modifications to statutes and structural
reforms.

9.4 Cases

An example of a common law is Brown v. Board of Education case (347 U.S. 483 (1954)): Brown
claimed in his lawsuit that schools for Black children were not equal to schools for white children,
and that segregation violated the 14th Amendment's so-called "equal protection clause." When
Brown's case and four other cases involving school segregation were heard by the Supreme Court in
1952, they were combined into a single case known as Brown v. Board of Education of Topeka. The
justices were initially divided on how to rule on school segregation, with Chief Justice Fred M. Vinson
believing that the Plessy verdict should stand. Vinson died in September 1953, just before Brown v.
Board of Education was to be heard. The Court ruled in its decision, issued on May 17, 1954, that the
plaintiffs were being “deprived of the equal protection of the laws guaranteed by the 14th
Amendment.”

An example of Statutory is that Fisher v Bell (1960) was a case in which a Bristol shopkeeper named
James Bell displayed a flick knife in his shop window. However, according to the Restriction of
Offensive Weapons Act of 1959, it is illegal to display an offensive weapon, such as a gun or a knife,
in your window for sale. However, the Divisional Court ruled that Bell was not selling the item and
was simply displaying it in his window. As a result, if a customer wanted to buy the weapon, they
could offer a price for it, but Bell had not specifically priced it, making it unclear whether the item
was for sale or not. As a result, he was not guilty. As a result of this case, Parliament clarified in the
Weapons Act that a flick knife is also considered an offensive weapon ([1960] 3 All ER 731).

II. Legislation, regulations and standards

9.5 Differences and impacts upon business.

Legislation means legislation made by a legislature that must be complied with by companies, a
formal declaration of legal rules. Legislations are generally adopted as legislation by a country
parliament or any legislative branch of the country. Legislation is important because it affects the
company's structure and operations. It forces employers to guarantee a safe and healthy work

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environment. It also protects and strengthens the enterprise against differences which may
influence the enterprise in the future. In other words, the law removes any harmful elements that
affect the working environment of the company (Kevin. M, 2012; Ruchi .J, Upadhyaya. N, RenuBala.
S and Upadhyaya. R, 2019).

Regulation is a law-driven or ministerial order, the company needs to follow those rules, but
regulations are not as important as legislation. This means that companies still have to prioritize
compliance with the law. Regulations are, however, challenging for companies to retain control over
their procedures and skills (Painter and Holmes, 2015).

Standards are issued by organizations, on the other hand. Although standards are not laws, are not
mandatory, and their use is voluntary, they contribute to legal certainty. Standards are regarded as
clear and accepted rules for enterprises, and compliance with standards is an important step to
demonstrate correct and appropriate behaviour (SNV, 2021).

Talking about the fundamental difference between these three terms, regulations and standards is
very advantageous for most companies, particularly small companies, which could initially increase
operating costs in a short time. These things can, however, benefit the company in the long run.
Painter and Holmes (2015) report that regulations have both positive and negative aspects for
companies. It depends on the company's type and size and helps reduce any future legal impact.

III. Violating the laws

White aspirin powder had been caught by Winnie. Aspirin is a medicine, according to the dictionary.
In relation to the Literal Rule, Winnie was culpable of bringing any drugs like aspirin to school
because of the Education Act. However, Winnie's conviction was restricted to being caught only by
using drugs alone when applying the necromancy rule because Literal prevented the distribution of
drugs only on schools.

Doc had an ecstasy pill caught, he said he must have stuck in his pocket. Doc is guilty of a crime
under the Literal rule, as in the general rule all drugs, whether accidental or deliberate, are
prohibited from appearing on campus. But Doc isn't selling drugs in school and has only one type of

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 ecstasy in his pocket. Doc cannot therefore be concluded that he intends to trade this item and is
not subject to the highest sentence under the rule of necromancy.

A legal dose of class A methadone was arrested for him by Cisco. No heroin, marijuana, cocaine or
any other drug is literally allowed into school. Cisco is innocent if it uses this dose for the treatment
of health. When Cisco handles individuals who need not receive treatment => Cisco is responsible.

IV. Offer

9.6 Halaron and Jim

According to Allen and Overy (2021), an offer is an expression of the readiness to enter into a
contract under certain conditions, made with the aim of being binding once the individual to whom
it is directed accepts it. Generally, only in that way can an offer that requires acceptance be
communicated in a certain way. Note that a bidder cannot specify that the silence of the bidder is
acceptance.

Jim is not breaking the law because, according to the case, Jim and Halaron are attempting to create
a verbal contract, which is a type of business contract that is outlined and agreed to verbally but not
in writing (Halton. C, 2021 ). Halaron was the first to make an offer, and Jill then informed him that
the lowest price is £6000, which was a new offer. At this point, Halaron should have given his
approval, but he didn't say anything or show any sign of accepting that he agreed to the new price
and accepted the oral contract. Consequently, no contracts have already been concluded. So
Halaron's argument is unfounded; Jill is not violating the contract or the law.

9.7 Belinda, Eddie and Joseph

In this case, Belinda has made an offer for two, Eddie and Joseph. Through a letter, Eddie expressed
his approval 1 hour before Joseph. When the postal rules and case of Adams v Lindsell apply, the
acceptance shall become effective as soon as the acceptance letter has been duly posted (Payroll
Heaven, 2021). Eddie therefore issued the approval letter prior to Joseph's approval by purchasing
the stamps.

Eddie concluded that his letter of approval worked was correct.

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V. Consideration

Consideration in contract law is the trade-off between giving something in exchange for something
else in the form of a contract. As a result, both parties receive the benefits that they have agreed
upon. Third parties, in particular, have no right to intervene in terms of value or conditions (Laver,
2021).

Sheena wants Jim to stop requesting money, so she agrees to assist Jim with his business. It is clear
that Jim and Sheena are simply legalizing Sheena's ability to receive money from Jim. Jim did not
return Sheena anything of legal value, so this cannot be called a consideration. Because there is no
reasonable trade-off between the two parties, the consideration is invalid. In conclusion, Sheena's
consideration is invalid.

VI. How the courts make the distinction between a contract of service and a contract for service

9.8 Basic differences

Contract of service Contract for service

Has a relationship between employer and
employee
Employees are the employer's business
May be covered by the Employment Act
Includes employment terms like hours of work,
leave benefits, etc.
Has a relationship between customer and
contractor
The contractor carries out its own business
Not covered by the Employment Act
Statutory benefits do not apply

(Ministry of Manpower- A Singapore Government Agency Website, 2021)

9.9 Tests for courts to differ contract of service and a contract for service

 Control test:

The first test is used by courts to see if an employer controls or has control over more than just what
the worker does. In Mitchell Interest Performance Ltd and Booker Company Limited (Palais de

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Danse), this experiment can be seen, where band members were said to be staff of the disco, as the
company controled the band members. The court considered if the company controled the band
members in regard to how the work of the band members was done, how it was done and how it
was carried out as well as when and where (  (Palais de Danse)  Ltd.(1924) 1 KB 762) ).

However, Cooke J stated in Market Investigations Ltd v The Secretary of Social Security that control
is not the only factor considered when determining an employee's employment status.

 Integration test:

This test merely examines the extent to which a person is integrated into the business via work and
whether he or she forms part of a business or organization. The claimant is a hospital patient
receiving routine treatment for wrist osteopathy. A negligent surgery was performed by a medical
assistant at a hospital. As an employer, the patient filed a lawsuit against the health department. The
opposing party claimed that it had no control over the physician's medical practice. The defendant
was held indirectly liable by the Court of Appeal for the following reasons: the physician's
participation in the work. The fact that they have expertise and technical expertise does not
necessarily imply that they are not employees. If the defendant chooses that person for surgery, the
court considers them to be an employee of the defendant. In this case, the defendant, not the
patient, appointed the medical assistant. As a result, is indirectly liable for the nurse's actions
(Cassidy v Ministry of Health [1951] 2 KB 343).

 Multiple test:

A special vehicle driver only works for one company, transporting liquid concrete to construction
sites. He is considered an employee of the company, and they should contribute to the employee's
insurance because he rents the car from the company and is responsible for its maintenance and
repair, but he is free to provide an alternate driver. As a self-employed contractor, he is paid
(without tax) based on mileage and delivered quantity. Because the driver could substitute another
person to perform his or her job, the court determined that he or she was a self-employed
contractor rather than an employee (Ready Mixed Concrete Ltd v Minister of Pensions [1968] 2 QB
497).

VII. Legal forms of different types of business organizations

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9.10 Form of business recommended for Jane and Jill

There are three main kind of business form which include Sole Proprietorship, Partnership and
Corporation. Due to the demand of forming a company in which Jill and Jane are equal owners, but
only Jill will be working in the business and a corporation is not required, Parnership form would be
the most suitable form for Jill and Jane.

General partnership:

If Jane and Jill wanted to form this kind of partnership, given the nature of the General partnership
(Rumley. R, 2021), both would be the owners of the company and both would have to be actively
involved in the management and can make decisions on its behalf. This is completely against Jane's
wishes.

Limited partnership:

According to Lin. L (2010), if Jane and Jill want to form this kind of partnership, one of them will be a
general partner and the other a limited partnership and vice versa.

Considering Jane's needs, she didn't want to get into business with Jill. If so, Jane can completely be
an investor in the business of the two and it is not necessary to participate in the daily business
activities. Jane is purely an investor and she invests capital in exchange for a share of the profits of
the business. Jane's liability lies in the debts paid by the capital she has invested.

Limited liability partnership:

If Jane and Jill want to form this kind of partnership, neither of them will be fully responsible for the
debts of the business, according to David. R (2004). The difference between Limited partnership and
Limited liability partnership is that Jane and Jill will be able to make business decisions in Limited
liability partnership, in Limited partnership, Jill is now general partner and will be the sole decision
maker.

 In conclusion, the best as well as the most suitable form of business recommended for Jane and
Jill is Limited Partnership.

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9.11 Advantages and disadvantages of the business forms

General partnership: Jane and Jill have a lower financial burden because both partners can relieve
each other's financial burden by splitting the cost of inventory, equipment, and retail space rather
than paying for everything themselves. Because of the partner's financial contribution, the company
can afford to pay more and avoid incurring large debts while operating (Rumley. R, 2021). Unlike
when running a business yourself, there is a chance to get all the profits. When you have a
partnership, Jane and Jill have to share in the profits (Kaylee. D, 2018).

Limited partnership: If Jane, a limited partner, has a need, she can leave the company quickly. The
general partners may be replaced at any time as long as the general partners have allowed this to
happen or have refused to purchase limited partnership shares (Lin. L, 2010). However, Jill, the
general partner, is personally liable for the debts and liabilities incurred as a result of her role as a
key management member of the company (Gaille. B, 2015).

Limited liability partnership: Jane and Jill will benefit from tax advantages because income earned in
a general partnership will be passed through to their individual profits. As a result, none of the
partnership's earnings are taxed separately (David. R, 2004). However, will be required to pay labor
tax based on income. This is due to the fact that both are employees of the company (Miller. B,
2017).

VIII.Raising finance in a company

9.12 Raising finance by shares

Common shares Voting preference Dividend Refundable

shares preference shares preferred shares
Definition A required share in Shares that have Actions that pay A share which is
a joint-stock received more dividends to a repaid by the
company. Owners votes than higher dividend company at the
are referred to as Common shares. rate or a stable owner's request
common The owner is annual rate than or under the
shareholders. referred to as a the Common terms of the

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 voting preference shares dividend. stock. Owners
shareholder. Owners are known are called
as preferred preferred
shareholders for reimbursable
dividends shareholders
Ownership - Founding Only organizations The charter of the The charter of
of the shareholders must authorized by the company or the the company or
subject register jointly in Government and General Meeting of the General
order to purchase founding Shareholders has Meeting of
at least 20% of the shareholders are determined it. Shareholders has
total shares entitled to hold the determined that.
Voting preference
- Individuals or shares
organizations that
are shareholders.
Benefits - be free to - Has more votes - Dividends to be - At the owner's
transfer without than Common paid at a rate request, or in
limitation on shares higher than the accordance with
transfer of CPPT dividend or a the terms set out
Common shares stable annual rate in Refundable
from the founding preferred shares,
shareholders or the company
the charter of the reimburses the
company contributed
capital.
Drawbacks The shareholders Such shares may Not having the Not having the
shall not be not be passed on to right to vote, right to vote,
transferred within someone else. attend the General attend the
3 years without Meeting of General Meeting
approval by the Shareholders of Shareholders
General Meeting of
Shareholders to
the non-founding
shareholders.

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 (Corporate Finance Institute, 2021)

9.13 Rasing by loan

The person who gives the company a sum of money becomes a creditor instead of an owner.

Unsecured creditors Secured creditors (Floating charge)

- One of the last payable groups is uncertain
creditors who are positioned over the
company shareholders.
- Receives small cash.
- Feel little participation or influence over
insolvency compared to secure and
preferential creditors.
- During the creditors' meeting, a formal
notification of the financial position of the
Company is required.
- The creditor shall hold the floating charge
in case of insolvency.
- Banks are the biggest creditors in this
group and often have a fixed property or
other commercial assets charge.
- If the loan is not paid, you have the right to
take over the company, receive the money
before shareholders.
- Have no voting authority.

(Traynor. B, 2021; Palm, 2021)

IX. Online dispute resolution

9.14 Definition

Online dispute settlements (ODR) is a dispute settlement industry that uses technology to facilitate
dispute settlement between parties. It involves mainly negotiation, mediation or arbitration and all
three combinations (James C. ,1978)

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9.15 Advantages and Disadvantages:

Advantages according to Via mediation & arbitration centre (2021):

- ODR is generally an innovative tool to solve disputes, which is flexible and informal, and not
subject to strict rules of evidence.

- ODR reduces the cost of litigation in general.

- ODR allows for an efficient, timely and economical resolution

- ODR can be useful when it is possible to increase the reciprocal sensitivity by being in the same
room and ODR is secret. This procedure is appropriate when the parties consider confidentiality
to be important or necessary.

Disadvantages according to Via mediation & arbitration centre (2021):

- To participate in the online process of settling conflicts, all parties will need adequate
technology.

- Without the correct technology, parties will be unable to fully participate or may be at a
disadvantage.

- Written language may suffer a disadvantage throughout the ODR process.

9.16 Different sources of legal advice and support for dispute resolution.

Mediation is one of the main methods of settlement of disputes. The disputes can be resolved during
mediation by the parties themselves, with the assistance of a mediator known as a mediator who
participates in negotiating and assisting the parties with their problems and in solving the disputes
(Blaney. M, 2021).

Negotiations are also an alternative form of dispute settlement technology. A negotiator will assist
parties in resolving the dispute and in controlling the negotiations between the parties (Brett. J et al,
2013).

An alternative dispute settlement is arbitration too. Usually the arbitrator is authorized by or with
the parties. Where arbitration will be included in the contract, the arbitration shall remain in effect

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regardless of the termination of the contract. When one of the parties to the dispute wishes to refer
the case to a court of law, it will direct the parties towards arbitration (Harwood. S, 2017

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