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CA PROFESSIONAL STAGE

(Knowledge Level)
(9th Batch)

Business and Commercial Law


[Course/Subject Plan]
1. SUBJECT DETAILS:
Full Subject Title

Course

: CA Professional Stage-Knowledge Level

Semester effective from

: December 2103 - February 2014

Examination Session from

: May - June 2014

Institute

: Institute of Chartered Accountants of Bangladesh (ICAB)

Level

: Postgraduate

Attendance Mode

: Internal

Business and Commercial Law

2. Program Management:

3. Course Teacher:

Dr. Md. Jakerul Abedin


Adjunct Faculty
Institute of Chartered Accountants
of Bangladesh (ICAB)
69/I/1, East Pantha Path, Green Road
Dhaka-1205
Cell: 01711974707
Email: jakerul_abedin@yahoo.com
4. Students in this level/batch should read this unit guide carefully at the start of course. It
contains important information about the subject. If anything in it is unclear, please consult the
course teacher.
Md. Abdul Halim Sheikh
Additional Director
ICAB Academic Campus
69/I/1, East Pantha Path, Green Road
Dhaka-1205
Phone: 02-9660882
Email: sa.halim@yahoo.com

5. BRIEF SUBJECT DESCRIPTION AND LEARNING OUTCOMES:


This is a course on the laws, rules and regulations on Business and Commercial matters that is
important to know by the CA Professional knowledge level. To ensure that students become
familiar with the different aspects and provisions of business and commercial laws which they
may come across in the normal course of their professional work.

On completion of this module, students will be able to

demonstrate a detailed understanding of contract law, knowing how to recognise formation,


discharge and remedies for breach of contract;
define agency and apply basic laws of agency to case scenarios given;
recognise the existence of a contract of sale and demonstrate an understanding of the legal
and commercial aspects of sale contracts;
recognise the existence of a partnership and demonstrate and understanding of the legal and
commercial aspects of partnership;
recognise a negotiable instrument and to explain the legal position relating to such and
instrument, utilising the principles of contract law;
demonstrate their knowledge of the main provisions of the Bankruptcy Act, 1997; and
demonstrate their knowledge of the main provisions of the Arbitration Act, 2001.

6. SUBJECT CONTENT AND SCHEDULE:


Lecture Topics

Topic 1 General Introduction, Syllabus, Assessment Criteria etc.,


Topic 2
Topic 3
Topic 4
Topic 5
Topic 6
Topic 7
Topic 8

Contract and Agency: The Contract Act, 1872 (Act No. IX of 1930)
The Sale of Goods Act, 1930 (Act No. III of 1930)
The Partnership Act, 1932 (Act No. IX of 1932)
The Negotiable Instruments Act, 1881 (Act No. XXVI of 1881)
The Bankruptcy Act, 1997 (Act No. X of 1997)
The Arbitration Act, 2001 (Act No. I of 2001)
Revision

Lecture Number/
Week

Lecture Topic/Schedule

Lecture 1: Topic 1

Course introduction/General discussion to Business & Commercial Law

(date to be advised)

Lecture 1: Topic 2

Contract and Agency: The Contract Act, 1872 (Act No. IX of 1930)

(date to be advised)

Lecture 1: Topic 3

The Sale of Goods Act, 1930 (Act No. III of 1930)

(date to be advised)

Lecture 1: Topic 4

The Partnership Act, 1932 (Act No. IX of 1932)

(date to be advised)

Lecture 1: Topic 5

The Negotiable Instruments Act, 1881 (Act No. XXVI of 1881)

(date to be advised)

Lecture 1: Topic 5

The Negotiable Instruments Act, 1881 (Act No. XXVI of 1881)

(date to be advised)

Lecture 1: Topic 6

The Bankruptcy Act, 1997 (Act No. X of 1997)

(date to be advised)

Lecture 1: Topic 7

The Arbitration Act, 2001 (Act No. I of 2001)

(date to be advised)

Lecture 1: Topic 7

The Arbitration Act, 2001 (Act No. I of 2001)

(date to be advised)

Lecture 1: Topic 8

Revision and Model Exam

(date to be advised)

7. Details Subject Content or Syllabus:

(1) The Contract Act, 1872: Candidates should be able to demonstrate a detailed
understanding of contract law, knowing how to recognise formation, discharge and remedies for
breach of contact. They should also be able to define agency and apply basic laws of agency to case
scenarios given.

In the assessment, candidates may be required to(a)

define, apply and advise on formation


agreement
consideration
intention to create legal relations
enforcement of contracts
terms
privity
performance of contracts
termination of contracts
breach of contract
discharge of contract
remedies for breach of contract
indemnity and guarantee
bailment and pledge;

(b)

different factors affecting the validity of contracts void


voidable
illegal;

(c)

define Agency;

(d)

outline the nature of agency and decade the methods by which agency can be
created (by consent, by deed, by ratification, by necessity, by estoppel, by
partnership under the Partnership Act, 1932)

(e)

describe and apply the duties and rights of agents;

(f)

define apply and advise on the authority of an agent has to enter into contracts on
behalf of a principal, including express, implied and apparent authority; and that
given to partners under the Partnership Act, 1932; and

(g)

identify the legal position in a given straight forward scenario concerning agency,
applying the principles set out in learning outcomes (a) to (f) above.

(2).

The Sale of Goods Act, 1930: Candidates should be able to recognise the existence of a

contract of sale and demonstrate on understanding of the legal and commercial aspects of sale
contracts.

In the assessment, candidates may be required to(a)

recognise when a legally binding contract of sale exists between two parties and
how a contract may be enforced;

(b)

identify the circumstances under which a contract of sale can be terminated and
possible remedies for breach of contract;

(c)

define, apply and advise on

(d)

(3).

conditions and warranties


passing of property and risk
transfer of title
rules as to delivery
duties and rights of seller and buyer
sale by auction;

identify the legal position in a given scenario concerning sale of goods, applying
the principles set out in learning outcomes (a) to (c) above and the principles of
contract law.

The Partnership Act, 1932: Candidates should be able to recognise the existence of a

partnership and demonstrate an understanding of the legal and commercial aspects of partnership.

In the assessment, candidates may be required to(a)


(b)
(c)

describe how a partnership may be created;


recognise when a partnership exists between parties;
define, apply and advise on partnership and co-ownership
partnership and a company
partnership and Hindu family business
classes of partners and partnership
partnership property
registration of firm
relations of partners to one another and relations of partners to third party
rights and liabilities of partners
authorities of partners
minor as partner
reconstitution of firm and dissolution of firm; and

(d)

(4).

identify the legal position in a given straightforward scenario concerning a


negotiable instruments, applying the principles set out in learning outcomes a to c
above in Contract Law and the Partnership Act.

The Negotiable Instruments Act, 1881: Candidates should be able to recognise a

negotiable instrument and to explain the legal position relating to such an instrument, utilizing the
principles of contract law.

In the assessment, candidates may be required to(a)

define the following negotiable instruments, describe the differences between


them, explain how they may normally be used by a business
Cheque
Bill of Exchange
Promissory Note;

(b)

explain fully the commercial and legal effects of the following in regard to a
cheque terms of the creation acceptance and discharge of liability
endorsement
crossing
dishonour and penalties
bankers liability;

(c)

define and explain the commercial significance of holder in due course


presentment in relation to a Bill of exchange;

(d)

define, apply and advise on


capacities of parties
rights and liabilities of parties
discharge of parties from liabilities
lost instruments
dishonour of bill of exchange, payment for honour
forged instruments; and

(e)

identify the legal position in a given scenario, concerning a negotiable instruments


applying the principles set out in learning outcomes (a) to (d) above and the
principles of contract law.

(5). The Bankruptcy Act 1997: Candidates should be able to demonstrate their
knowledge of the main provisions Bankruptcy Act, 1997.
In the assessment, candidates may be required to(a)

identify the nature and f unction of the bankruptcy court, plaints, receivership and
of adjudication; and
5

(b)

define, apply and advise on

acts of bankruptcy
persons subject to bankruptcy proceedings
filing plaint
procedures and hearing
dismissal of plaint
order of adjudication and its effects
duties of debtors
exempted properties
creditors committee
discharge of bankrupt
fraudulent preference and its effects
nullification and protection of transaction
status of secured creditors
appointment of receiver
Official Receiver
powers functions and liabilities of receiver
management and disposal of estate
disqualification of undercharged bankrupt
appeals.

(6). The Arbitration Act, 2001: Candidates should be able to demonstrate their
knowledge of the main provisions of the Arbitration Act, 2001
In the assessment, candidates may be required to
(a)
(b)
(c)

define an arbitration agreement under the Act;


state the effects of an arbitration agreement;
define, apply and advise on

international commercial arbitration and its enforcements


subject matters of arbitration
different methods of arbitration
arbitration tribunal
arbitration proceedings
arbitration award
appeals.

8. TEACHING & LEARNING


LEARNING OBJECTIVES : By the time you have completed this subject, you should be able to
demonstrate the following knowledge, skills and professional attributes:

Objective 1
Objective 2
Objective 3

A basic understanding of the important and philosophical aspects or areas of the laws and
other regulatory instruments governing Business and Commercial matters.
A critical evaluation of the way in which the regulatory instruments impacts on the
conduct of Business and Commercial issues.
An in-depth knowledge through research and analysis into a particular topic of relevance
to Business and Commercial laws.

SPECIFIC LEARNING OUTCOMES


At the end of this unit, students should be able to:
Understand how laws are made and enforced
Know the legal principles that apply to Business and Commercial laws in Bangladesh
Analyse the legal aspects of particular case studies or given problem scenarios relevant to
Business and Commercial laws
Critically assess and make judgments on the merits of legal arguments
Research business law related topics through using hard copy materials and
electronic/online information retrieval systems
Work in a team to solve legal problems likely to arise in a business setting (If Possible)
In addition to the discipline-based learning objectives, all academic programs at ICAB seek to
develop students generic skills in a range of areas. One of the aims of this unit/subject is that
students develop their skills in the following:
Knowledge skills
Communication skills
Critical analysis or Problem-solving skills
In addition to the discipline-based learning objectives, all academic programs at ICAB seek to
develop the capabilities the Institute's graduates will need to develop to address the challenges,
and to be effective, engaged participants in their world.
This course/subject contributes to this by developing the following graduate capabilities:
1. Critical, Analytical and Integrative Thinking
Critical analysis through exploring legal issues and factual problems in a range of
topics related to the course
Participating in class discussion and debate;
Analysing legal case studies in class and via the exam process.
2. Effective Communication as engaged and ethical local and global citizens
Participation in class discussions and expressing relevant views and opinions;
Communicating with people from various background/cultures;
Understand that law requires the highest of ethical standards at all times.
3. Commitment to Continuous Learning

Self-discipline and time management skills;


Identifying and setting targets;
Actively participating in class discussions;
Contribution to a broad range of original and personal insights by other class
members.
7

9.

TEACHING AND LEARNING STRATEGIES

The teaching and learning strategies for this subject include a combination of lecturing, group discussion/case study,
model class test etc., on the topics relating to Business and Commercial laws to assist students to develop their
theoretical and practical understanding of the subject.
This subject is worth of 100 marks, which means you should be spending on average 10 hours per week reading subject
related materials. Students are expected to be prepared to contribute to each teaching session.

10. CLASS ADMINISTRATION AND EXPECTATION FROM THE STUDENTS:

Be punctual and keep your mobile phone silent during the class hours
100% class attendance is mandatory to sit for the exam
Asking question is highly encouraged
Come to the classes on time.
Take notes and if you wish to ask any question in the class then raise your hand
Feel free to consult with the course teacher
Your cooperation is highly desired to run the class smoothly

10.1

The course includes about 18-20 lectures of one and half hours duration each. If
the regular class(s) cannot be held in scheduled time due to any extraneous
reasons, students will be expected to attend any class or classes in rescheduled
period.

11. ASSESSMENT CRITERIA: As indicated in the academic calendar, there will be


examination and others tests along with distribution of marks as follows:
This grid shows the relative weightings of subjects within this module and should guide the
relative study time spent on each. Over time the marks available in the assessment will equate to
the weightings below. While slight variations may occur in individual assessments to enable
suitable questions to be set.
Serial
No.

Subject/Law

Weighting
indicative %

1.

Contract and Agency (the Contract Act,1872

40

2.

(a) The Scale of Goods Act, 1930


(b) The Partnership Act, 1932
(a) The Negotiable instruments Act, 1881
(b) The Bankruptcy Act, 1997
(c) The Arbitration Act, 2001

30

3.

30

FOR DETAILS, Please contact Institute Academic Administrator or Programme Management

12. YOUR OBLIGATIONS


Equity and Diversity: It is requested that students should not use discriminatory language or engage in
discriminatory behaviour. Language or behaviour that demeans or patronises individuals or groups of
individuals by reference to race, gender, disability, age, sexual orientation, religion, nationality or place of
origin is unacceptable.
Plagiarism: Where you use ideas other than your own, you must reference their source. If you quote the
source directly, you should do so in inverted brackets with the source footnoted. If you paraphrase or
summarize, you should insert a footnote with the source at the end of the sentence. If you do not reference
your sources, or copy work from others, you are plagiarising. This is cheating and academic fraud, and is
subject to penalties including failing the assessment task, the subject.

13. PRESCRIBED TEXTS/RESOURCES


1.

Study Manual.

2.

Study Materials Uploaded on the ICAB Website [ICAB Website Students


Study Materials Dr. Jakerul Abedin].
Study Materials Handed Over in the Class.

3.

Organizations/Websites:
1.
2.
3.
4.
5.
6.

Ministry of Finance
Auditor and Comptroller General
ICAB
ICMAB
Bangladesh Bank
Other Relevant Organizations.

14. OTHER REFERENCES:


1.
2.
3.
4.

The Constitution of the Peoples


Republic of Bangladesh
Bangladesh Code (all volumes)

Government Publication

latest ed.

Government Publication

Dhaka Law Report or Other Law


Reports
Alphabetical list of Existing Laws in
Bangladesh

DLR publication

www.legislativediv
.gov.bd
Up-to-date full set

Government Publication

latest ed.
2007

Previous Question Model

Institute of Chartered Accountants of Bangladesh (ICAB)


Business and Commercial Law
Time allowed: One and half hours
Total Marks: 100
[N.B:

The figures in the margin indicate full marks. Questions must be answered in English. Examiner will take account of the
quality of language and of the way in which the answers are presented. Different parts, if any, of the same question must
be answered in one place in order of sequence.]

Marks
1.

An agreement without consideration is void. But there are certain exceptions to


this. What are those exceptions?

2.

What are the differences between Void Contract and Voidable Contract?

3.

Describe the cases when consideration or object of a contract becomes unlawful.

10

4.

State various remedies available to the aggrieved party for a breach of contract.

10

5.

Describe the contracts which are not required to be performed.

6.

Describe the ways how an agency may be terminated.

7.

What are the implied conditions by operation of law in contracts for the Sale of
Goods?

8.

Describe the general rules as to delivery of goods in accordance with the Sale of
Goods Act, 1930.

9.

Point out the main contents of a Partnership deed.

10. Describe the rules regarding rights of an outgoing Partner to carry on competing
business

11. What are the rules for a minor to become a partner in a firm? Discuss the rights
and responsibilities of a minor becoming a partner of a firm under Partnership
Act,1932.

12. How a negotiable instrument may be dishonored? What are the duties of a holder
of dishonored bill?

10

13. Who can refer dispute to arbitration? What matters can and what matters cannot
be referred to arbitration?

10

14. Point out the conditions for filling plaint by creditors and debtors.

10

10