Business Law Dictionary and others.

Assignment is 1500 word  plus and minus 10%.

No Dictionary will be provided for Agency areas.

CA 2006 s.66 - Companies Registry maintains a register of business names, and will refuse to register any company with a name that is the same as one already on that index .

CA2006 ss.58, 59 & 60 - ) Except in relation to specifically exempted companies, such as those involved in charitable work, companies are required to indicate that they are operating on the basis of limited liability. Thus private companies are required to end their names, either with the word ‘limited’ or the abbreviation ‘ltd’, and public companies must end their names with the words ‘public limited company’ or the abbreviation ‘plc’.

CA 2006 s.53 -  Names which in the opinion of the Secretary of State constitute a criminal offence or are offensive.

 CA 2006 s.26(2) - Names which include a word or expression specified under the Company and Business Names Regulations 1981 b). This category requires the express approval of the Secretary of State for the use of any of the names or expressions contained on the list, and relates to areas which raise a matter of public concern in relation to their use.

CA 2006 s.67 of the Companies Act 2006 the Secretary of State has power to require a company to alter its name under the following circumstances:

(i) where it is the same as a name already on the Registrar’s index of company names.

(ii) where it is ‘too like’ a name that is on that index.

Ewing v Buttercup Margarine Co Ltd (1917) - the plaintiff successfully prevented the defendants from using a name that suggested a link with his existing dairy company. It cannot be used, if there is no likelihood of the public being confused.

Dunlop Pneumatic Tyre Co Ltd v Dunlop Motor Co Ltd (1907) - where for example the companies are conducting different businesses.

CA 2006 Part 41 of the Companies Act (CA) 2006, which repeals and replaces the Business Names Act 1985, still does not prevent one business from using the same, or a very similar name as another business so the tort of passing off will still have an application in the wider business sector.

Dunlop v New Garage and Motor Co (1915) - the plaintiffs supplied the defendants with tyres, under a contract designed to achieve resale price maintenance. The contract provided that the defendants had to pay Dunlop £5 for every tyre they sold in breach of the resale price agreement. When the garage sold tyres at less than the agreed minimum price, they resisted Dunlop’s

claim for £5 per tyre, on the grounds that it represented a penalty clause. On the facts of the situation, the court decided that the provision was a genuine attempt to fi x damages, and was not a penalty. It was, therefore, enforceable.

Cellulose Acetate Silk Co Ltd v Widnes Foundry (1925) Ltd (1933) - In that case, the contract expressly stated that damages for late payment would be paid by way of penalty at the rate of £20 per week. In fact, the sum of £20 was in no way excessive and represented a reasonable estimate of the likely loss. On that basis, the House of Lords enforced the clause in spite of its actual wording.

 Payzu v Saunders (1919) - the parties entered into a contract for the sale of fabric, which was to be delivered and paid for in instalments. When the purchaser, Payzu, failed to pay for the fi rst instalment on time, Saunders refused to make any further deliveries unless Payzu agreed to pay cash on delivery. The plaintiff refused to accept this and sued for breach of contract.

Western Web Offset Printers Ltd v Independent Media Ltd (1995) - the parties had entered into a contract under which the plaintiff was to publish 48 issues of a weekly newspaper for the defendant. In the action, which followed the defendant’s repudiation of the contract, the only issue in question was the extent of damages to be awarded. The Court of Appeal decided that as the claimant had been unable to replace the work due to the recession in the economy and, therefore, had not been

able to mitigate the loss, it was entitled to receive the full amount that would have been due in order to allow it to defray the expenses it would have had to pay during the period the contract should have lasted.

Adams v Lindsell (1818)-  the defendant made an offer to the plaintiff on 2 September. Due to misdirection, the letter was delayed. It arrived on 5 September and Adams immediately posted an acceptance. On 8 September, Lindsell sold the merchandise to a third party. On 9 September, the letter of acceptance from Adams arrived. It was held that a valid acceptance took place when Adams posted the letter. Lindsell was, therefore, liable for breach of contract.

 Dunlop v Selfridge (1915) - Dunlop sold tyres to a distributor, Dew and Co, on terms that the distributor would not sell them at less than the manufacturers list price, and that they would extract a similar undertaking from anyone they supplied with tyres. Dew and Co resold the tyres to Selfridge who agreed to abide by the restrictions and to pay Dunlop £5 for each tyre they sold in breach of them. When Selfridge sold tyres at below Dunlop’s list price, Dunlop sought to recover the promised £5 per tyre sold. It was held that Dunlop could not recover damages on the basis of the contract between Dew and Selfridge to which they were not a party.

Beswick v Beswick (1967) - where a coal merchant sold his business to his nephew in return for a consultancy fee of £6·10 shillings (in pre-decimal currency) during his lifetime, and thereafter an annuity of £5 per week payable to his widow. After the uncle died, the nephew stopped paying the widow. When she became administratrix of her husband’s estate, she sued the nephew for specific performance of the agreement in that capacity as well as in her personal capacity. It was held that, although she was not a party to the contract and therefore could not be granted specific performance in her personal capacity, such an order could be awarded to her as the administratrix of the deceased person’s estate.

Shanklin Pier v Detel Products Ltd (1951) - the plaintiffs contracted to have their pier repainted. On the basis of promises as to its quality, the defendants persuaded the pier company to insist that a particular paint produced by Detel be used. The painters used the paint but it proved unsatisfactory. The plaintiffs sued for breach of the original promise as to the suitability of the paint. The defendants countered that the only contract they had entered into was between them and the painters to whom they had sold the paint, and that as the pier company were not a party to that contract they had no right of action against Detel. The pier company were successful. It was held that, in addition to the contract for the sale of paint, there was a second collateral contract between the plaintiffs and the defendants by which the latter guaranteed the suitability of the paint in return for the pier company specifying that the painters used it.

Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd (1994) - the original parties had entered into a contract for work to be carried out on property with the likelihood that it would subsequently be transferred to a third party.The defendant’s poor work, amounting to a breach of contract, only became apparent after the property had been transferred. There had been no assignment of the original contract and, normally, under the doctrine of privity, the new owners would have no contractual rights against the defendants and the original owners of the property would have suffered only a nominal breach as they had sold it at no loss to themselves. Nonetheless, the House of Lords held that, under such circumstances, and within a commercial context, the original promisee should be able to claim full damages on behalf of the third party for the breach of contract.

Contracts (Rights of Third Parties) Act 1999 s1 which sets out the circumstances in which third parties can enforce terms of contracts. In order for the third party to gain rights of enforcement, the contract in question must, either, expressly confer such a right on them or, alternatively, it must have been clearly made for their benefit (s.1). The contractual agreement must actually identify the third party, either by name, or as a member of a class of persons, or answering a particular description. The third person need not be in existence when the contract was made, so it is possible for parties to make contracts for the benefit of as yet unborn children. This provision should also reduce the difficulties relating to pre-incorporation contracts in relation to registered companies. The third party may exercise the right to any remedy which would have been available had they been a party to the contract. Such rights are, however, subject to the terms and conditions contained in the contract and they can get no better right than the original promisee.

Contracts (Rights of Third Parties) Act 1999 s2 of the Act provides that, where a third party has rights by virtue of the Act, the original parties to the contract cannot agree to rescind it or vary its terms without the consent of the third party; unless the original contract contained an express term to that effect.

Contracts (Rights of Third Parties) Act 1999 s3 allows the promisor to make use of any defences or rights of set-off they might have against the promisee in any action by the third party. Additionally, the promisor can also rely on any such rights against the third party.

Contracts (Rights of Third Parties) Act 1999 s5 removes the possibility of the promisor suffering from double liability in relation to the promisor and the third party. It provides, therefore, that any damages awarded to a third party for a breach of the contract be reduced by the amount recovered by the original promisee in any previous action relating to the contract.

(Hastings) v Gulliver (1942) -In that case, the directors of a company owning one cinema provided money for the creation of a subsidiary company to purchase two other cinemas. After the parent and subsidiary companies had been sold at a later date, the directors were required to repay the profit they had made on the sale of their shares in the subsidiary company on the grounds that they had only been in the situation to make that profit because of their positions as directors of the parent company.

Boardman v Phipps (1967) - It is not necessary to prove an actual conflict of interest, merely the possibility of such a conflict, and the rigorous nature of this principle may be seen in.

 Companies Act 2006 s.182 places a duty on directors to declare any interest, direct or indirect, in any contracts with their companies, and provides for a fine if they fail in this regard. A director’s disclosure can take the form of a general declaration of interest in a particular company, which is considered sufficient to put the other directors on notice for the future.

Companies Act 2006, s.183 criminalises any failure to comply with the requirements of s.182.

Simmonds v Dowty Seals Ltd (1978) - Simmonds had been employed to work on the night shift. When his employer attempted to force him to work on the day shift he resigned. It was held that he could treat himself as constructively dismissed because the employer’s conduct had amounted to an attempt to unilaterally change an express term of his contract.

Woods v WM Car Services (Peterborough) (1982) - it was further held that there is a general implied contractual duty that employers will not, without reasonable or proper cause, conduct themselves in a manner that is likely to destroy the relationship of trust and confidence between employer and employee and that such obligation is independent of and in addition to the express terms of the contract.

Blyth v Birmingham Waterworks Co (1856) – a breach of duty occurs if the defendant:

Fails to do something which a reasonable man, guided upon those considerations which ordinarily regulate the conduct of human affairs, would do; or does something which a prudent and reasonable man would not do.

Nettleship v Weston (1971) - a learner driver must drive in the manner of a driver of skill, experience and care.

Glasgow Corporation v Taylor (1992) - the provision of a warning notice was not considered sufficient to absolve the corporation from liability of injury sustained by young children eating poisonous berries in its park.

 Haley v London Electricity Board (1965) -  the defendants, in order to carry out repairs, had made a hole in the pavement. The precautions taken by the Electricity Board were sufficient to safeguard a sighted person, but Haley, who was blind, fell into the hole, striking his head on the pavement, and became deaf as a consequence. It was held that the Electricity Board was in breach of its duty of care to pedestrians. It had failed to ensure that the excavation was safe for all pedestrians, not just sighted persons. It was clearly not reasonably safe for blind persons, yet it was foreseeable that they may use this pavement.

Latimer v AEC Ltd (1952) - a factory belonging to AEC became flooded after an abnormally heavy rainstorm. The rain mixed with oily deposits on the floor, making the floor very slippery. Sawdust was spread on the floor, but it was insufficient to cover the whole area. Latimer, an employee, slipped on a part of the floor to which sawdust had not been applied. It was held that AEC Ltd was not in breach of its duty to the plaintiff. It had taken all reasonable precautions and had eliminated the risk as far as it practicably could without going so far as to close the factory. There was no evidence to suggest that the reasonably prudent employer would have closed down the factory and, as far as the court was concerned, the cost of doing that far outweighed the risk to the employees.

Watt v Hertfordshire CC (1954) - injury sustained by the plaintiff, a fireman, whilst getting to an emergency situation, was not accepted as being the result of a breach of duty of care as in the circumstances time was not available to take the measures that would have removed the risk.

Paris v Stepney BC (1951) - not wearing safety glasses in a foundry was common practice but it was in itself essentially negligent and the defendant could rely on it as a defence.

Roe v Minister of Health (1954) -a patient was paralysed after being given a spinal injection. This occurred because the fluid being injected had become contaminated with the storage liquid, which had seeped through minute cracks in the phials. It was held that there was no breach of duty, since the doctor who administered the injection had no way of detecting the contamination at that time.