Commercial law workshop B com scm 14 march 2015

Introduction Lecturer/Facilitator Andrew Tucker B Com LLB, Attorney of the High Court of South Africa Contact details: andrew.tucker46@gmail.com

Workshop programme 14:00 – 14:30 Course Overview 14:30 – 15:00 Law of Contract & sale 15:00 – 15:20 Companies 15:20 – 15:35 Break 15:35 – 16:35 Assignment 16:35 – 17:00 Your questions and problem areas

Course overview SA Law Companies Contracts Sale Agency Credit and Security Insolvency

Resources www.letslearnmore.weebly.com

Books Fouché, M.A. (et al). Legal Principles of Contracts and Commercial Law, Revised 6th edition, 2007, Lexis Nexis Havenga, P (et al). General Principles of Commercial Law, 6th edition, 2007, Juta Kopel, S Guide to Business Law, 4th edition, 2009 or 5th edition, 2012, Oxford University Press Gibson, JTR. South African Mercantile and Company Law, 8th Edition, 2003, Juta. Scott J (et al) The Law of Commerce in South Africa, 2009, Oxford University Press.

What is a contract – general discussion All contracts are agreements but not all agreements are contracts

Replaced Companies Act of 1973 with effect from 1 May 2011 The Companies Act Companies Act 71 of 2008 Replaced Companies Act of 1973 with effect from 1 May 2011 Modernises legislation

Memorandum of Incorporation Company documents Memorandum of Incorporation Replaces Memorandum and Articles of Association

Company Classification Profit Company Not for Profit Company

Company Classification Not for Profit NPC Profit Public Private State Owned Personal Liability

Assignment questions

E-mail policy – official use The approved social media sites may only be used for official purposes. Postings must be kept legal, ethical and respectful. Employees may not engage in online communication activities which could bring the company into disrepute. Confidential information may not be disclosed. Copyright laws must be adhered to. Only the official approved logo of the company may be used. The information that is published must be accurate and not confidential. Statements to the media must first be approved by the employer. Source: http://www.labourguide.co.za/most-recent/1358-social-media-guidelines-on-the-policy-for-employees-using-social- media-for-non-business-purposes, accessed 13 March 2015

E-Mail policy – personal use Be clear on the use of company equipment or access to such sites and when this may be done. Remind employees that internet and email communication may be monitored and intercepted as per the electronic communications policy of the employer. Company information must be kept confidential. The company name or logo may not be used on private profiles. Colleagues, managers or information pertaining to the company may not be discussed on such platforms. Employees must be advised to block access to their profiles for other users that they do not know. The code of conduct of the company must be respected and considered as the guiding rule. Explain the consequences of failing to adhere to the social media policy of the company.

The lease Common law duties of the tenant To pay the rent Not to misuse property and only to use for purposes for which it was let Lomax vs Killarney of Durban (Pty) Ltd 1961 (2) SA 573 (D) GA Fichardt Ltd v Leviseur 1915 AD 182 Frenkel & Co v Rand Mines Supply Co 1909 TS 129 To return the property undamaged Lomax – Landlord applied to cancel lease where alleged tenant was using premises to have sex with women to whom he was not married. Court held no misuse and refused to cancel Fichardt – If parties have expressly agreed a purpose for which property is let, it must be used for that purpose. If not use same as before Frenkel – Tenant may not use unreasonably

The Lease Remedy for arrear rental Rental Housing Act Cancellation clause Tacit Hypothec

Misrepresentation A false statement of fact by one person to another concerning the contract & which induces person to contract Types of misrepresentation Innocent Negligent Fraudulent In all cases, the contract is voidable

Unlawful contracts Lawfulness as a contractual requirement Ex turpi causa rule