1.Discuss the concept of separate legal entity and its judicial exceptions.

2.Paul has carried on a radio and television repair business as a sole proprietor since June 2012. In December 2016, he expanded into radio and television sales and incorporated the business, assigning the whole of its assets to a company known as Bright TV Sdn Bhd.

The sales consideration was effected by the allotment to Paul and his wife of 300,000 fully paid up shares of RM1 each. Paul and his wife are the only shareholders, directors and employees. They practically run the business as how it has always been.Paul continued to insure the assets of the business in his own name.

Last week, the business premises of Bright TV Sdn Bhd were burned down, and the company incurred losses of about RM250, 000. Paul made a claim on the insurance policy, but the Insurance Company refuses to meet the claim.

Advise Paul accordingly.

3.Ahmad and Amin has entered into a contract for the sale and purchase of land belongs to Amin for the price of RM250,000. Due to some disputes arose between Ahmad and Amin before the performance of the contract, Amin decided not to sell the land to Ahmad. He then set up a company named Happy Sdn Bhd with him as the only member and sold the land to the company. Ahmad approached Amin to enforce the contract, but Amin told Ahmad that the land already been sold to Happy Sdn Bhd and therefore unable to be delivered to him. Ahmad dissatisfied and sued Amin and Happy Sdn Bhd for specific performance.

Advice Amin.

1.Discuss the concept of ultra vires.

2.Clause 11 of the constitution of Gourami Sdn Bhd stipulates that: "Hassan is appointed as the legal adviser of the company for 20 years." Last Monday, the company held a general meeting. A special resolution was passed to delete Clause 11. Two days later, Hassan who has served the company as a legal adviser for five years was removed by the co.

Advise Hassan.

3.Ahmad was a director of Tegas Sdn Bhd. He was also a shareholder of the company. There was a dispute between him and the company. The company had alleged that Ahmad had mishandled certain money belonging to the company. The company filed an action in court to recover the money alleged to have been mishandled by Ahmad.There was an arbitration clause in the company's constitution that provided that,disputes between the company and its shareholders, if any, should be referred to an independent arbitrator and should not be taken to the court.

Advise Ahmad whether he would be successful in striking out the action filed by the company against him.