1 BUSI3803 Company Law 2022-23 (Semester 2) Dr.

Ida Mak

BUSI 3803 Company Law

2022-23 Semester 2 (Subclasses D and E)

Written Assignment#1

Guidelines for Company Law Written Assignment#1

• Submission Due Date: 27 February 2023 (HK Time 23:59). Points will be
deducted for late submission.
• This written assignment will account for 10% of the total marks awarded for this
course.
• This is an INDIVIDUAL ASSIGNMENT and must be completed individually.
• Your assignment must be typed in 12-points Times New Roman font, 1.5 spacing
with 1 inch margin in all sides.
• All sources should be properly referenced. Students may use citation styles, such as
APA, Chicago, etc. Students may also use the following guides for legal citation:
o Hong Kong Law Journal Style Guide
https://web.law.hku.hk/hklj/house-style.php.
o Legal Citation Style Guide (The Chinese University of Hong Kong, Faculty
of Law)
https://libguides.lib.cuhk.edu.hk/ld.php?content_id=48652455
• This assignment must be submitted via Turnitin on the course Moodle page.
• The purpose of this assignment is to test your ability to apply your knowledge and
develop critical analysis of the law. Please make sure you understand the
materials from the lecture.
• Students are advised to follow the IRAC approach to deal with problem-based
questions. Please refer to the Assessment Rubric for scenario-based questions
from the Moodle for details.
• Please answer the following questions with reference to Hong Kong Laws (e.g.,
Companies Ordinance (Cap.622), cases decided by the Hong Kong courts or case
precedents from other countries under common law jurisdictions, etc.).
• There is no minimum or maximum word limit or page limit for this assignment.
However, this assignment will be judged for quality, rather than quantity. In general,
good answer will likely require at least around 1,000 words.
• At the top of the first page, please type in (i) “Written Assignment#1”, (ii) your
UID number (i.e., 303xxxxxxx), and (iii) the sub-class (i.e., D or E) you belonging
to. Please DO NOT type your name on the assignment.

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2 BUSI3803 Company Law 2022-23 (Semester 2) Dr. Ida Mak

Fact Scenario

Ivan is a wealthy art collector, and particularly interested in modern oil paintings. He
started to run his own art gallery business by renting a premises in Central, exhibiting and
selling paintings, sculpture and crafts from leading artists. He also purchased furniture,
fittings and equipment to conduct the business. However, Ivan is neither a great oil
painter nor a marking expert, and it is difficult for him to boost revenues from the existing
client base. He then invited his wife Jezebel and his friend Katrina to join his own art
gallery business as partners. Ivan’s wife, Jezebel specializes in marketing while Katrina
is a well-known oil painter. It was agreed that there was a partnership among the partners
from 1 February 2019, until its dissolution on 31 March 2022. However, no terms were
ever settled about the property arrangements between the partners in the partnership
agreement except that the parties should share the profits equally. The business had been
very successful. Both Ivan and Jezebel were keen to expend their business. However,
Katrina wished to dissolve the partnership as she planned to settle to Canada with her
family. She was uncertain the proceeds of sale upon dissolution given that she contributed
a large quality of drawing tools in the course of partnership.

On 1 April 2022, Ivan and Jezebel had decided to incorporate a private company limited
by shares in Hong Kong. They planned to call the company “IvCat Arts Gallery Ltd”, but
they were aware of another business nearby called “IvKat Arts Gallery Ltd” which offers
photography and videography service. On 1 June 2022, Jezebel entered into a sales
contract with Mona Lisa Studio Ltd for a supply of valuable paintings for her art gallery
business. Jezebel signed the contract ‘Jezebel, director, “IvCat Arts Gallery Ltd”’.
Unfortunately, Ivan suffered serious injuries in a car crash prior to the company’s
incorporation. The company is never formed.

Required:

(a) Advise Katerina on what must be deemed partnership assets upon dissolution under
the law? Considerations should be given on which items would be deemed
partnership property while others would be treated as property belonging to a partner
individually.
(b) Advise Ivan and Jezebel on the legal requirements to incorporate a private company
limited by shares in Hong Kong.
(c) Advise whether Jezebel is liable for the contract with Mona Lisa Studio Ltd, and if
so, how could she avoid the liability.

This content is copyright protected and must not be shared, uploaded or distributed without permission.
Copyright © 2023 – The University of Hong Kong/Dr. Ida Mak