Course Purpose/Objectives
The course is intended to equip students with legal knowledge relating to Commercial and Property Law.
Course Objectives
- To equip learners with the knowledge on Law of agency contracts and partnerships
- To enable learners understand Sale of Goods law and Negotiable Instruments
- To impart learners with the skills to explain hire purchase laws, insurance laws and
- Carriage of Goods
- To equip learners with attitudes to appreciate the Intellectual Property and property laws
Expected Learning Outcomes
By the end of the course, students should be able to:
- Understand to agency contracts and partnerships
- Understand Sale of Goods law and Negotiable Instruments
- Explain hire purchase laws, insurance laws and Carriage of Goods
- Understand the Intellectual Property and property laws
TOPIC 1: LAW OF AGENCY
- What is Agency?
- Parties to an agency relationship- Principal, Agent and Third Party
- Essentials features of agency relationship
- Agency and other contractual relationships; sale agents/trust/employment/bailment
- Types of Agents; Mercantile, del credere, commercial
- Creation of Agency; Express, implied, necessity, ratification, cohabitation, estoppel
- Powers of Agent; Actual, implied, ostensible, emergency and customary
- Rights and Duties of an Agent and Principal
- Obligations of an Agent and the Principal in the case of undisclosed principal
- Termination of Agency
REFERENCE INDIAN CONTRACT ACT 1872
TOPIC 2: LAW OF SUPPLY AND SALE OF GOODS:
- Definition of good(s)
- Formation of the contract;
- Contract of sale of goods and agreement to sell
- Classification of Goods; Existing/future or ascertained/unascertained
- Capacity; minors/drunkards/persons of unsound mind/corporations and the application of the concept of necessaries and reasonable price
- Price
- Conditions and Warranties
- Effects of the contract
- Transfer of property in unascertained goods
- Transfer of property in ascertained goods
- Rules for ascertaining intention as to time when property is to pass
- Reservation by the seller of right of disposal
- Transfer of property by a person not owner(Doctrine of nemo dat quod non habet”
- Performance of the contract
- Duties of seller and buyer
- Rules as to delivery of goods
- Delivery or wrong quantity or description of goods
- Rights of unpaid sellers
- Who is unpaid seller
- Sellers lien
- Stoppage in transitu
- Right of resale
- Actions for breach of the contract
- Remedies of the seller- Action for price and action for non-acceptance
- Remedies of the buyer- action for non-delivery, specific performance, breach of warranty and special damages.
REFERENCE: SALE OF GOODS ACT CAP 31 L.o.K
TOPIC 3: HIRE PURCHASE:
- Distinction between Hire Purchase, Hire and Contract of Sale of Goods
- Formation of Hire Purchase Agreements and registration
- Implied Conditions and Warranties under Hire Purchase Agreements
- Termination and completion of Hire Purchase Agreements
- Recovery and repossession of goods under Hire Purchase Agreements
REFERENCE: HIRE PURCHASE ACT CAP 507 L.o.K
TOPIC 4: LAW OF PARTNERSHIPS:
- Introduction
- Definition of Partnership Section 3(1)
- Types of partners
- Legal status of Partnership
- Legal personality
- illegal partnerships
- Capacity
- Firms name
- Formation of partnership
- Partnership agreement
- Alteration of partnership deed
- Passing off
- Rules for determining existence of partnership business
- Relations of partners with third parties
- Power of partners to bind firm
- Power of partner to bind all partners
- Liability of partners
- Liability of minor
- Relations of partners to one another
- Rights and duties of partners; account, compete, private profit
- Partnership property
- Expulsion
- Retirement
- Dissolution ; expiry, bankruptcy, illegality, court, order, notification by partners
REFERENCE: PARTNERSHIP ACT CAP 29 L.o.K
TOPIC 5: LAW OF NEGOTIABLE INSTRUMENTS:
- Definition of Bill of Exchange; Cheque and Promissory note
- Other types of negotiable instruments; Treasury Bills, Share Certificates, Dividend
- Warrants, Letters of Credit
- Features of negotiable instruments
- Parties to a negotiable instrument
- Types of Bills; Order, bearer’s, non-transferable, inland, foreign, inchoate
- Holders of a bill of exchange; holder for value, holder in due course
- Crossing of cheques
- Duties of account holders (bank customers) and the banker
- Protection of collecting and paying banker
REFERENCE: BILL OF EXCHANGE ACT CAP 27 and THE CHEQUES ACT CAP 35
TOPIC 6: BANKRUPTCY LAW:
- What amounts to an act of bankruptcy in Kenya? Section 3(1)
- Effects of bankruptcy
- Creditor petition and procedure of bankruptcy
- Appointment of a receiver and his/her powers
- Distribution of property and settlement/scheme/ composition and the order of priority in distribution of the debtor property
- discharging bankruptcy
REFERENCE: BANKRUPTCY ACT CAP 53
TOPIC 7: LAW OF PROPERTY:
- What is property?
- Classification of properties
- Forms of Land Tenure in Kenya
- Classification of interests in land in Kenya
REFERENCE: THE LAND ACT, 2012 NO. 6 OF 2012BBM 215: BUSINESS LAW II COURSE MATERIALS
TOPIC 8: LAW ON CARRIAGE OF GOODS:
- Definition of contract for carriage of goods
- Classification of carriers; Common Carriers and Private Carriers
- Duties/rights and liabilities of common carriers
- Bill of lading and charter party
- Carriage of Goods by Air and Airway Bill.
REFERENCE: CARRIAGE OF GOODS BY SEA ACT CAP 392 CARRIAGE OF GOODS BY AIR ACT CAP 2
TOPIC 9: LAW OF INTELLECTUAL PROPERTY
- Copyright
- Nature of Copyright
- Patent
- Trade marks
- Designs
- Confidential information
REFERENCES: CHAPTER 506 THE TRADE MARKS ACT; THE COPYRIGHT ACT, 2001 No. 12 of 2001; INDUSTRIAL PROPERTY ACT, CAP 509 LOK
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