A QUESTION 1 (20 MARKS) Yaw Artus (Yaw), a renowned lawyer has been engaged by Kofi Manu (Kofi) and Kwame Fui (Kwame) to help them in setting up a proposed company to be called K& K Limited. Yaw's duty is to provide Kofi and Kwame with legal advice on the steps required to form the company, as well as perform any other legal duties required of him for a fee of GHS30,000.00. Prior to the incorporation of the company, however, Kofi and Kwame entered into several contracts on behalf of the yet to be formed company. In the course of entering into those contracts on behalf of the yet to be formed company, Kofi and Kwame made a profit of GHS 50,000.00. K&K Limited was eventually formed with five (5) directors. At a meeting held between Kofi and Kwame and the board of directors in respect of the contracts entered into before the formation of the company, Kofi and Kwame did not disclose the profit that they had made on those contracts. The board of directors of the company ratified those contracts. The board members have now gotten to know of the profit made by Kofi and Kwame and they are unhappy about the situation. Kofi and Kwame argue that when they made the profit the company was not yet in existence and so the company is not entitled to the profit. The board has come to see you for legal advice on the following: (1) Whether Kofi and Kwame had the right to make profit while entering into those contracts on behalf of the company (ii) Whether the company which was not in existence when the profit was made by Kofi and Kwame can subsequently, after ratifying the contracts, claim the profit; and Whether Yaw Artus can be considered as a promoter of the company QUESTION 2 (20 MARKS) Kwadwo and Kwesi are friends who recently graduated from the University of Ghana and decided to set up a fashion design business. After considering their options, they decided to set up a limited liability company to conduct the business. They are considering calling their business either 'F U Fashion Limited or 'Great University Trends' Limited Advise Kwadwo and Kwesi on the process of incorporation and commencement of business! under the Companies Act, 2019, (Act 992) QUESTION 3 (20 MARKS) Explain the following with the aid of examples: (a) Four (4) liabilities of incoming and outgoing partners (10 marks) (b) Five (5) grounds upon which the Registrar can lawfully refuse to register a partnership. (10 marks) QUESTION 4 (20 MARKS) Mr. Davi a credit manager of UPA Bank, lends GH100,000.00 to Asesewaa Company Limited, to be repaid over a five-year period. However, according to the Constitution of UPA Bank, a Credit Manager requires authorisation from the Board of Directors before he or she is able to grant a loan in excess of GH50,000.00. A month after the disbursement of the loan to Asesewaa Company Limited, the Head of Legal and Corporate Affairs of UPA Bank writes to Asesewaa Company Limited to recall the loan, indicating that the Credit Manager did not have the authority to grant the loan. Asesewaa Company Limited has come to see you, a crack company law student, for advice. Discuss the company law issue(s) and advise Asesewaa and Company Limited QUESTION 5 (20 MARKS) a. Outline four (4) distinguishing features between a company limited by shares and a partnership. (10 marks) b. Discuss the basic principles that the following cases establish: (10 marks) (1) Macaura v Northern Assurance Co. Ltd [1925] AC 619 (ii) Luguterah v Northern Engineering Co. Ltd (1972] 1 GLR 153