Question 1:

Elements plc is the parent company in a group of companies operating in the production and distribution of water-sports equipment in the United Kingdom.

Elements plc holds the majority of shares in Aqua Ltd, which supplies the watersports equipment to local sellers. The remaining shares are held by two directors of Aqua Ltd, both of whom were appointed by Elements plc.

Swimmers Ltd is one Aqua Ltd's major suppliers and creditors. It has been striving to obtain payment for deliveries supplied to Aqua Ltd. However, it has recently learnt that Aqua Ltd has ceased trading. Moreover, it seems that in the last five months, materials delivered to Aqua Ltd, and orders received by Aqua Ltd, were all passed on to Waterfalls Ltd. Waterfalls Ltd is a wholly-owned subsidiary of Elements plc, and was only recently incorporated.

With reference to the UK common law:

Advise Swimmers Ltd whether it can obtain payment from either Elements plc or Waterfalls Ltd in respect of the debts of Aqua Ltd.

Question 2:

Zapata Co. Ltd, is a company that installs flooring in restaurants and office buildings. It sends its customers a catalogue is the mail advertising flooring for 3.25 per square meter. But this is a mistake and the catalogue should have advertised the flooring for 32.5 per square meter. One of the customers sends an email ordering one hundred square meters to be installed at 3.25 25 per square meter. Zapata Co. Ltd. sendsan email explaining that the catalogue is a mistake, but the customers insists that the company must provide the flooring at 32.5 per square meter.

Required:

With reference to the UK common law,

(a)Do you think these is a valid contract to installs the flooring at 32.5? Advise Zapata Co. Ltd. whether it must install the flooring at this price.

(b)Would the answers in question (a) be different if the Vietnamese contract law apply?

Explainyour answers carefully and refer to any relevant cases and statutes in your materials.

Question 3:

Thai Hoang Joint Stock Company is seeking to raise additional equity finance. The board of management of the company is negotiating with Hai, a wealthy inventor, in the hope that he will purchase new shares in the company.

Hai has expressed an interest in this investment but has insisted on several conditions. He wants to be guaranteed a position on the board of management for a minimum of three years. He also wants the board of management to sign an undertaking that he will be paid a minimum annual return on his shares of 6%. Hai has specified that all his shares must be paid before any other shareholders if the company is bankrupt.

Required:

Discuss the extent to which the board of management of Thai Hoang JSC will be able to meet Hai's demands with the respect to the rules under Vietnamese law.