Introduction to Law and Governance-Business Law

  INTRODUCTION TO LAW AND GOVERNANCE

UNIT DESCRIPTION

This paper is intended to equip the candidate with the knowledge, skills and attitude that will enable him/her to apply the principles of law and legal systems in an entity and ensure compliance with basic principles of governance and ethics.

LEARNING OUTCOMES

A candidate who passes this paper should be able to:

• Demonstrate knowledge of essential elements of the legal system
• Demonstrate knowledge of legal personality
• Apply law of contract and tort in various scenarios
• Apply general principles of business law in practice
• Apply fundamental principles of ethics in practice
• Comply with fundamental principles of governance

CONTENT 

1. Nature, Purpose and Classification of Law

   • Meaning of law
   • Nature of law
   • Purpose of law
   • Classification of law
   • Law and morality
   • The Constitution
   • Legislation and delegated legislation
   • Substance of common law and doctrines of equity
   • African customary law
   • Islamic law, Hindu law and African customary law
   • Judicial precedence
   • General rules of International law and ratified treaties

2. Administrative Law

• Meaning of administrative law
• Sources of administrative law
• Functions of administrative laws
• Doctrine of separation of powers
• Delegated legislation
• Control of delegated legislation
• Discretion and Judicial count of executive
• Liability of state (contractual/ tortious)
• Principles of natural justice
• Judicial control of the Executive
• Independence of Judiciary
• Remedies in administrative law (mandamus, certiorari, prohibition, habeas corpus; injunction and declaration)

3.   The Court System

• Establishment, structure, composition and jurisdiction of courts
• Supreme Court
• Court of Appeal
• High Court
• Employment and Labour Relations Court
• Environmental and Land court
• International Court of Justice
• Magistrates Court
• Court Martial
• Kadhi’s Court
• Distinction between Courts and Tribunals

4.  Alternative Dispute Resolutions (ADR)

• Nature of alternative dispute resolutions (ADR)
• Nature and types of disputes
• Legal framework governing ADR
• General principles of ADR
• Negation and Conciliation
• Mediation
• Arbitration
• Dispute Review Boards
• Traditional dispute resolution mechanisms

5. Law of Persons

• Natural and artificial persons
• Nationality, citizenship and domicile
• Unincorporated and incorporated associations
• Co-operative societies

6.Law of Tort

• Nature of tort
• General defenses under tort
• Negligence
• Types of liabilities in tort
• Trespass
• Limitation and survival of actions
• Remedies in tort
• Principles in awards damages
• Defamation

7.Law of Contract

• Definition of a contract
• Classification of contracts
• Essentials of a valid contract
• Terms of a contract
• Exemption clauses
• Vitiating factors
• Discharge of contract
• Remedies for breach of a contract
• Limitation of actions
• Contract negotiation
• Information technology and the law of contract

8.   Sale of Goods

• Nature of the contract of sale of goods
• Types of goods
• Formalities of the contract
• Terms of the contract
• Implied terms by statute, custom/usage
• Rights and duties of the parties
• Remedies for price and breach of contract
• Auction sales
• International contracts of sale: FAS, FOB, CIF, FCA, CPT, CIP, DAT, DAP, DDP, CFR, DAF, DDU, Ex-works and Ex-ship

9. Agency

• Meaning and nature of the agency contract
• Types of agents
• Parties to the agency relationship
• Creation of agency
• Authority of an agent
• Rights and duties of the parties
• Personal liability of agents
• Liability of the parties
• Termination of agency

10. Partnership

• Nature of partnership
• Registration process and requirements of partnership business
• Types of partnerships
• Rights, duties and liabilities of existing, incoming and minor partners
• Management of partnerships
• Dissolution of partnerships and its consequences

11.  Indemnity and Guarantees

• Essential features of indemnity
• Nature and extent of liability of indemnifier
• Commencement of liability of indemnifier
• Nature of the contracts; essential features of contract guarantee; distinction between contract of guarantee/ indemnity extent of nature and surety
• Obligations of surety
• Discharge of surety
• Letters of credit
• Rights and duties of the parties
• Termination of the contract
• Remedies for breach of contract

12.  Insurance

• Nature of the contract; types, parties to negotiable instrument
• Formalities of the contract
• Types of risks
• Parties to the contract of insurance
• Principles of insurance
• Types of insurance
• Transfers and amalgamation
• Termination of the contract
• ICT and insurance

13. Negotiable Instruments

• Nature and characteristics
• Negotiability of the instrument
• Types: Cheques, promissory notes, bills of exchange
• Types of crossings
• Obligations of the parties
• Banker- customer relationship
• Presentment; purpose, time, place
• Discharge from liability
• Modes of discharge
• Dishonour, mode of dishonour, nature of protest, penalties for dishonour
• Acceptance for honour
• Criminal liability

14. The Law of Property

• Definition of property
• Classification of property (real and personal, movable and immovable, tangible and intangible)
• Property in land: Private, public and community land
• Interests in land: Estates, servitudes and encumbrances
• Intellectual property: Plant breeder’s patents, trademarks, copyrights and industrial designs
• Administration and management of land
• Sectional properties
• Management company
• Obligations of lessor and lessee in sessional property Act
• Transfer of land rights
• Role of professionals (Advocates, Certified Secretaries) in land transactions

15.  Introduction to corporate governance

• Corporate governance – Definition and objects
• Principles of corporate governance
• Best practice in corporate governance
• Role of stakeholders (shareholders, Board of Directors, Government)
• Conflict of interest – Investor education and protection of shareholders
• Compliance obligations
• Legal Audit- definition and objects

16.Professional Ethics

• Introduction and overview of professional ethics
• Professional misconduct
• Publicity and advertisement
• Morality and etiquette
• Professional ethics for accountants, corporate secretaries
• Ethics and practice within a firm
• Enforcement of professional ethics and standards