Discuss about the Business Laws and Legal Environment.
In the case of Donoghue vs Stvenson, Ms Donoghue had visited Wellmeadow Café with a friend. Te parties had ordered pear and ice and Scotsman ice cream float which was a mixture of ginger beer and ice cream. The ginger beer had been ordered by Ms Donoghue. The café had poured the ginger beer from a brown and opaque bottle on which was written D. Stevenson, Glen Lane, Paisley. Donoghue had consumed almost half of the bottle, which was made of opaque glass. When she poured the remnant of beer from the bottle into a tumbler, the remains of a decomposed snail floated out of the bottle. She stated that the sight of the snail had made her feel sick and she suffered from gastro enteritis subsequently.
Mrs. Donoghue had not been able to claim damages for the breach of warranty as she was not a party to the contract of sale. However, she started proceedings against Stevenson, the manufacturer of the ginger beer.
Ratio decidendi can be defined as a Latin term which literally translates to “rationale for the decision.” Ratio decidendi can be considered to be the legal, social and moral principles which had been used by the court to compose the rationale for giving the judgment or verdict (Zander 2015). Ratio Decidendi unlike obiter dicta is binding upon the courts or lower jurisdiction. Ratio decidendi can be thus be also termed as a judicial precedent. The Ratio decidendi of the Donoghue v Stevenson case are enumerated below
Obiter Dicta can be defined as a judge’s expression of his opinion in the court which is uttered or written. However such Obiter dicta is not binding upon other courts (Zander 2015). In this case an obiter dictum had been suggested by Lord Esher in relation to the case Heaven v Pende, that whenever any person is paced in the position and circumstance of a reasonable person he would assume that his conduct would cause injury to the other person, if he did not act using ordinary care and skill.
Mrs. Donoghue had not been able to claim damages from Stevenson for the breach of warranty as she was not a party to the contract of sale.
This case can be considered to be a civil case as it established the civil law of tort of negligence. The state or federal government did not initiate this case and thus it cannot be called a criminal case.
It can be stated that Offer and Acceptance are the primary essentials of a Valid Contract. A valid contract is formed once a valid acceptance is made by the party to whom the offer had been made (Fried 2015). However as held in the notable case Hyde v Wrench (1840) 49 ER 132, acceptance can be considered to be valid once the offer has been accepted on the terms as proposed in the offer (Poole, 2016). If any change in the terms is proposed by the accepting party no contract will exist. Such change in the terms of the offer would constitute counter offer.
Communication of acceptance is a must for the contract to be legally binding upon the parties
Entorres v Miles Far East [1955] 2 QB 327. However there are some additional provisions regarding the communication of the news of acceptance to the offeror (Cartwright, 2016). As held in the case Adams v Lindsell (1818) 106 ER 250 acceptance would be considered to be successful when the letter of acceptance is properly addressed, stamped and posted (Hunter 2017). This rule of communication of acceptance by post is termed as postal rule.
It can be stated by analyzing the facts of the case study and applying the legal provisions to it, that no contract had been formed between Ali and Zaman. On 1st December Ali had offered to sell the hotel rooms at the stipulated price and specific conditions to Zaman. This can be considered to be a valid offer. However Zaman did not accept it on the terms proposed by Ali. Thus by the application if of the principle of Hyde vs Wrench it can be termed as a mere counter offer which terminates the original offer. Thus Ali is free to sell the rooms to the Bee.
Conclusion
The issue which has been identified by analysing the facts of the scenario is that whether Greg is bound by the transactions entered by Meng
In the landmark case of Lister v Hesley Hall Ltd [2001] UKHL 22 it had been ruled by the court that where a principal agent relationship is established between two person and the actions of the agent which has been done within the actual or implied authority provided by the principal is binding upon the principal.
Further it had been added by the case of Storey v Ashton [1869] LR 4 QB 476 that when an agent of a principal enters into a transaction with a third party and the third party does not have knowledge that the agent has exceeded the authority which has been provided to him by the principal the act of the agent in relation to the third party is binding upon the principal.
In the given situation it has been provided by the scenario that Meng has been sent by Greg for the purpose of purchasing equipments for his business. This means that Meng is the agent of Greg. However Greg had only authorised Meng to enter into transactions which are limited to an amount of $80000. It has been provided in the scenario that Meng has exceeded the budget which has been provided to him by Greg by $10,000. Through the application of the above discussed cases it can be stated that as the third party does not have knowledge that Meng only has authority to enter into transaction with an amount of $80000 the actions of Meng would be binding upon Bing.
A partnership is a form of business where the Identity of the partners is not different from the identity of the business. It is a form of sole trading business which is carried out by two or more person. In the same way as a sole trader has unlimited liability in relation to his business partners also have unlimited liabilities in relation to the business (Jones 2017). However a sole trader cannot be held liable for the actions of any other person. On the other hand a well founded principle operates in case of partnership with states that every partner is the Agent of the business and the act committed by any partner is binding upon the business and therefore on the other partners (Twomey, Jennings and Greene 2016). The partners are jointly and severally liable for the action which has been done by another partner (Jones 2017). Therefore in a situation where negligence or a fraudulent activity has been done by the partner in the course of business the act would be binding upon the other partners of the business even if they had not made any contribution towards the act (Allen and Kraakman 2016). In case the business which runs in form of a partnership fails, personal assets of the partners can also be attached to recover the dues of the creditors. Therefore in the given situation as John is a rich partner in the business he has significant risk that his personal assets can get attached due to any activity which has been done by Peter who is not that rich.
A company is a form of business which has a totally different identity when compared to the identity of its owners at law (Twomey, Jennings and Greene 2016). This means that the rights and liabilities of a company are not the rights and liabilities of the owners of the company who are called share holders. In the landmark case of Salomon v A Salomon and Co Ltd [1897] AC 22 it has been established by the court that a company has limited liability. The phrase limited liability signifies that the liabilities of a person associated with the company can only be extended towards the amount of contribution they had made or have promised to make in relation to the company. Unlike that of a partnership no personal assets of the members of a company can be attached in case the company goes into liquidation and is not able to meet its debts (Allen and Kraakman 2016). In addition where it has been provided that Peter wants to incorporate a new dish to the business which if not cooked properly can cause death, there is a significant risk of negligence involved in the business. If John and Peter carry out the business in form of a partnership John may be liable for the plan of Peter. On the other hand the company would be liable if anything goes wrong if the business is carried out in form of an incorporated organisation. Therefore in the given situation it is best advised to Peter and John that they carry out their business in form of an organisation rather than a partnership.
Reference List:
Adams v Lindsell (1818) 106 ER 250
Allen, W.T. and Kraakman, R., 2016. Commentaries and cases on the law of business organization. Wolters Kluwer law & business.
Cartwright, J., 2016. Contract law: An introduction to the English law of contract for the civil lawyer. Bloomsbury Publishing.
Donoghue vs Stvenson
Entorres v Miles Far East [1955] 2 QB 327
Fried, C., 2015. Contract as promise: A theory of contractual obligation. Oxford University Press, USA.
Hunter, H., 2017. Modern Law of Contracts.
Hyde v Wrench (1840) 49 ER 132
Jones, L., 2017. Introduction to business law. Oxford University Press.
Knapp, C.L., Crystal, N.M. and Prince, H.G., 2016. Problems in Contract Law: cases and materials. Wolters Kluwer Law & Business.
Lister v Hesley Hall Ltd [2001] UKHL 22
McKendrick, E., 2014. Contract law: text, cases, and materials. Oxford University Press (UK).
Poole, J., 2016. Textbook on contract law. Oxford University Press.
Salomon v A Salomon and Co Ltd [1897] AC 22
Storey v Ashton [1869] LR 4 QB 476
Twomey, D.P., Jennings, M.M. and Greene, S.M., 2016. Anderson’s Business Law and the Legal Environment, Comprehensive Volume. Nelson Education
Zander, M., 2015. The law-making process. Bloomsbury Publishing.
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