A guide to business law

[Pages:1121]Guide to Business Law

Fifth Edition

COMMERCIAL LAW

SHAWN KOPEL

Oxford University Press Southern Africa (Pty) Ltd

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Guide to Business Law 5e

Print edition ISBN: 978-0-195996-78-4

EPUB edition ISBN: 978-0-199057-07-8

? Oxford University Press Southern Africa (Pty) Ltd 2009

The moral rights of the author have been asserted Database right Oxford University Press Southern Africa (Pty) Ltd (maker)

Fifth edition published 2012

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Publisher: Penny Lane Development editor: Taryn Talberg Project manager: Marguerite Lithgow Editor: Allison Lamb Indexer: Astrid Schwenke

Set in Utopia Std Regular 9 pt on 11.5 pt by Barbara Hirsch Printed and bound by ABC press Cape Town

Acknowledgements

The authors and publisher gratefully acknowledge permission to reproduce copyright material in this book. Every effort has been made to trace copyright holders, but if any copyright infringements have been made, the publisher would be grateful for information that would enable any omissions or errors to be corrected in subsequent impressions.

Contents in brief

PART A

CHAPTER 1 CHAPTER 2 CHAPTER 3 CHAPTER 4

CHAPTER 5 PART B

CHAPTER 6 CHAPTER 7 CHAPTER 8 CHAPTER 9 CHAPTER 10 CHAPTER 11 CHAPTER 12 CHAPTER 13 CHAPTER 14

CHAPTER 15

THE SOUTH AFRICAN LEGAL SYSTEM WHAT IS LAW AND HOW DOES IT WORK? THE CONCEPT OF LAW SOURCES OF LAW AND THE ORIGINS OF OUR LEGAL SYSTEM COURT STRUCTURES AND JURISDICTION OFFICERS OF THE COURT AND THE LAW, AND THE DEVELOPMENT OF LAW LITIGATION, ARBITRATION AND MEDIATION BASIC PRINCIPLES OF CONTRACT WHAT HAPPENS IF YOU BREAK YOUR AGREEMENT? FORMATION OF A VALID CONTRACT LAWFULNESS OF CONTRACT CAPACITY TO CONTRACT SERIOUS INTENTION TO CONTRACT COMMUNICATION ? OFFER AND ACCEPTANCE CERTAINTY OF TERMS OF CONTRACT REALITY OF CONSENT POSSIBILITY OF PERFORMANCE COMMON CONTRACTUAL PROVISIONS AND THIRD PARTIES TO A CONTRACT TERMINATION OF CONTRACT AND REMEDIES

PART C

SPECIFIC BUSINESS CONTRACTS WHAT CONTRACTS WILL MY BUSINESS NEED?

CHAPTER 16 SALE

CHAPTER 17 CREDIT AGREEMENTS

CHAPTER 18 LEASE AND OCCUPANCY

CHAPTER 19 INSURANCE

CHAPTER 20 REAL AND PERSONAL SECURITIES

CHAPTER 21 NEGOTIABLE INSTRUMENTS AND OTHER FORMS OF PAYMENT

PART D

AGENCY AND EMPLOYMENT HOW DO OTHER PEOPLE MAKE MY BUSINESS LIABLE FOR WHAT THEY SAY OR DO?

CHAPTER 22 AGENCY

CHAPTER 23 EMPLOYMENT

CHAPTER 24 LABOUR LEGISLATION

PART E

BUSINESS ORGANISATION WHAT IS THE SMART WAY TO STRUCTURE MY BUSINESS?

CHAPTER 25 SOLE PROPRIETORSHIP, PARTNERSHIP AND JOINT VENTURES

CHAPTER 26 CLOSE CORPORATIONS, TRUSTS AND CO-OPERATIVES

CHAPTER 27 CORPORATIONS

PART F

BUSINESS CONDUCT WHAT IS THE RIGHT WAY FOR ME TO RUN MY BUSINESS?

CHAPTER 28 CORPORATE GOVERNANCE AND INSIDER TRADING

CHAPTER 29 BLACK ECONOMIC EMPOWERMENT

CHAPTER 30 CONSUMER PROTECTION

CHAPTER 31 INSOLVENCY

Chapters 32 to 40 are available on the Oxford University Press website:

CHAPTER 32 A BRIEF HISTORY OF SOUTH AFRICA

CHAPTER 33 THE CONSTITUTION OF THE REPUBLIC OF SOUTH AFRICA, 1996

CHAPTER 34 CHAPTER 35 CHAPTER 36 CHAPTER 37 CHAPTER 38 CHAPTER 39 CHAPTER 40

FRANCHISING BUSINESS ETHICS COMPETITION DELICT INTELLECTUAL PROPERTY CYBER LAW PRIVACY

Contents

PART A

THE SOUTH AFRICAN LEGAL SYSTEM WHAT IS LAW AND HOW DOES IT WORK?

CHAPTER 1 THE CONCEPT OF LAW

1 What is law? 2 Legal subjects and rights 3 The concept of legal personality 4 Purposes of law

4.1 Order 4.2 Justice 5 Main divisions of law 5.1 Public international law 5.2 National law

5.2.1 Procedural law 5.2.2 Conflict of laws 5.2.3 Substantive law

CHAPTER 2 SOURCES OF LAW AND THE ORIGINS OF OUR LEGAL SYSTEM

1 Sources of law 2 Legislation

2.1 The Constitution 2.2 How a Bill becomes an Act of Parliament 3 The development of the common law 3.1 The Roman law 3.2 The Germanic influence (100 BC?AD 600) 3.3 The Justinian Code 3.4 The Frankish Empire (600?800) 3.5 The Middle Ages (900?1400) 3.6 The Dutch Republic (1581?1795) 3.7 The British era (1795?1910) 3.8 The Union of South Africa (1910) 3.9 Apartheid South Africa 3.10 Dismantling apartheid 3.11 Democratic South Africa (1996 to current date) 4 Judicial precedent 5 Judicial interpretation of statute 6 Commentaries 7 Customs 8 Customary law 9 Foreign law 10 Citation of court cases

CHAPTER 3 COURT STRUCTURES AND JURISDICTION 1 Structure of the courts 2 The Constitutional Court 3 The Supreme Court of Appeal 4 High Courts

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