1.

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? Advide 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.

2.

Hoang Hai JSC was formed in 2010 as a shareholding company, and quickly established itself as a successful retail operator in the coffee shop market. The company sells high quality, highly priced coffees, teas, fruit juices and snacks from several locations in Hanoi, and has plans to expand to several others towns and cities in the future.

The boad ofmanagement hes identified a new oppoturnity to diversify the bussiness and intends to open three fitness centres equipped with gymnasia, swingimg pools and relaxation areas. Each fitness centre will also have its own coffee shop.

Three buildings suitable for conversion into fitness centres were found and the board of management has decided to acquire these and purchase the fitting and equipment necessary for the fitness centres. The board of management has also sanctioned a high profile marketing campaign with a view to giving the new centres extensive publicity before the opening dates.

The fitness centres initiative has not been universally welcomed by the shareholders of the company. Despite announcing increased profits, the board of management has not increased the dividend this years, citing the need for reinvestment as a justification for this. Several shareholdrers have pointed out that ther Charter of the company refers to its lines of business as a food and drink retailer, with no mention of fitness centres. These shareholders believe that the board of management has acted outside its authority, and that the new venture is highly risky, as most premium grade hotels already have well-established fitness centres that are open to the public.

Required:

With reference to the Vietnamese enterprise law:

(a)Discuss the actions that can be taken by the shareholders who oppose the diversification plan of the board of management.

(b)Examine the potential consequences to the members of the board of management of the actions that have been taken in diversifying the business.

3.

Hoang Yen had 900 million dong invested in a deposit account and decided to invest this money in company shares and bonds.

She decided to invest 400 million dong in partly-paid shares issued by Company A. The nominal value of these shares was 800 million dong.

A further 200 million dong was invested in shares issued by Company B. This company was experiencing financial difficulties and issued the shares at a discount to their nominal value of 400 million dong.

The remaining 200 million dong was invested in shares issued by Company C. These shares had a total nominal value of 100 million dong.

Hoang Yen also invested 100 million dong in bonds issued by Company C.

Company A and Company B were subsequently liquidated. Disappointed with her investments in these companies, Hoang Yen sought to recover the premium she had paid for the shares in Company C.

Required:

With reference to the Vietnamese enterprise law:

(a) Discuss the consequences for Hoang Yen arising from her investments in shares in Company A and Company B.

(b) Explain whether Hoang Yen can recover the premium she paid for the shares in Company C.

4.

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.