1.Kazimoto Ltd recruited Kazida as a plumber five years ago.He was a good plumber and all the employeesappreciated his services. Due to financial distress, the directors decided to terminate some of the employees, including Kazida. They were all given due noticesof termination of their services.On expiry of the notices, they were served their termination letters askingthem to leave the company. Kazida was advised by his colleagues not to leave but to sue the company.

In another scenario, Maba and Bundura raised money and formed a company which was duly incorporated in 2016, and adopted Table A of the Companies Act, 2012. The company directors were appointed and assumed office. Maba and Bundura who promoted the company, approached the directors for a refund of expenses incurred on promotional activities. The directors are ready and willing to make the refund but they have a feeling that payment of promoters of the company is against the Laws of Uganda.

In yet another scenario, Baringo a businessman in Mukula village, was approached by promoters of Bambo Ltd who requested him to supply them with bricks, for the construction of the company's office block. Baringo supplied the materials. When he approached the company for payment, a week after its incorporation, the directors advised him not to demand for payment from them because he supplied the bricks before the company was incorporated. He is perturbed and determined to get paid for the supplies made.

Sulanta, who had supplied Bambo Ltdwith cement, was also demanding for payment. The directors made a resolution to ratify Sulanta's contract so that he could be paid for the cement supplied before the company was incorporated. Some shareholders are, however, contesting the directors' decision.

Required:

Raise the issues and resolve them. (20 marks)

Question 3

Rute, a banking officer and Bakka, an internal auditor, with CU Bank met Byodo, a prominent businessman in Kikuubo who suggested to them that they partner and start exporting onions, marijuana,Indianhempand red pepper to Kenya. He assured them that the business wasvery lucrative.

On realising that they neededcapital,each one of themwas tasked to invite sixreliable and honest friends to join them.Rute, Bakka and Byodo together with 18 others, proceeded to do theirbusiness.

In another scenario, Timba Ltd deals intimber and furniture.The company board of directors agreed to hold an annual general meeting (AGM) and the managing director issued a notice for the AGM to be held in one week's time. The AGM was held as scheduled, but some members were absent because they were attending their political party's delegates' conference.When all matters deliberated upon were brought to the notice of all the members including those that never attended, the members were of the view that whatever took place could not be relied upon.

In yet another scenario, Armstrong Public Ltd waspurposely formed to save money for homes andmost householders became members. There were several directors of the company which was incorporated on3October, 2016. An annual general meeting was held on 7May 2017.

However, some members had many issues to discuss and requested the directors to convene another meeting. The directors decided to convene the next meeting in December 2018, but members were still not happy about the directors' decision.

Required:

(a) Raise the issues involved and resolve them. (20 marks)

Question 4

Kampala Designers Ltd (KDL) is a private company limited by shares. It was incorporated 5 years ago. KDL deals in ladies' wear and fashions of all kinds. The company business was going on very well until last year, when it experienced a number of challenges.

On 5 July, 2018Uganda Revenue Authority sent a notice to the company director to the effect that the company was likely to be wound up, for failure to file tax returns and to pay company taxes for the years 2015, 2016 and 2017. Loka, the company director, placed the notice in his desk tray and never bothered to share the contents of the letter.

When Jamila, the company office cleaner read all the documents that were in the tray, she immediately photographed the notice and sent the picture to her father Pakata, who is a shareholder of the company. In turn,Pakata sent the notice to all company shareholders and company secretary on the company WhatsApp group, adding that Loka had hidden the notice and was, accordingly, liable for failure to file returns and pay taxes.

When Loka got the WhatsApp message while in China, he denied liability, stating that he was attending to business issues at the time the notice was sent to him. He advised that since he was to spend two more months in China, an extra- ordinary general meeting should be held and the company secretary should file and pay taxes as necessary. He also requested that in the same meeting, the company accountant Opika be confirmed in service as an auditor. Loka had casually appointed Opika to fill a vacant post of an auditor. A meeting was convened by the company secretary after sending due notice on the company WhatsApp group and the following resolutions were passed:

"With immediate effect:

• Loka's services as director be stopped as he was disqualified to continue as
• a director and another director be appointed to replace him.
• Opika's services as company auditor be terminated.
• The registrar of companies be informed accordingly.
• Loka argued that there were no valid reasons to disqualify andremove him from office.
• In another scenario, Habari was appointed as a liquidator for QC Ltd. In exercise of his duties, he sold a company house whose value was set at Shs 700 million. Later, it wasdiscovered that Habari had caused alteration of company returns to reflect 300 millionshillings instead of 700 million.
• The company creditors came to learn about Habari'sconduct and intend to hold him personally liable for payment of the 400 million, which can be used to pay company debts.
• Required:
• Raise and resolve all the issues arising from the facts. (20 marks)

Question 5

1. (a)Explain the different ways in which an offer can be terminated.
2. (10 marks)
3. (b)Differentiate between duress and undue influence. (4 marks)

(c) Describe the grounds upon which relief of undue influence can be

restricted.

Question 6

1. (a)Describe the sources of law in Uganda.
2. (b)Explain the duties and liabilities of trustees.