Business Law
Subject: Law
The partner of the firm you work for has asked you to draft the necessary form for the formation of a new company. His clients are setting up a landscape gardening business. Draft the relevant form (20 marks) [the relevant form can be found on line at www.companieshouse.gov.uk, ] and Draft a letter to Companies House submitting the relevant paperwork. (10 marks)
The partner has supplied you with the following information:-
1. The proposed name of the Company is Floral Fantasies Limited.
2. It is to be a company registered in Scotland and the
registered office will be 1 Rose Avenue, Paisley PA 1 2FU.
3. The Directors of the Company are: –
David Tulip, 1 Discovery Road, Dundee, DD1 2BU
Date of Birth – 21st April 1974
Nationality – British
Business Occupation – Professional Landscaper
Other Directorships: – Fertile Gardens Limited; Demolition Derbies Limited
Mary Snowdrop, 10 Dahlia Crescent, London, L1 4RT
Date of birth – 9th March 1988
Nationality – British
Business Occupation – Investment Banker
Other Directorships: – Hedge Your Bets Limited; Go For It Limited (resigned 21st June 2009); Vivisection Industries Limited
4. The Secretary of the Company is to be:
Mr Finbar O’Reilly, 100 Avenue Du Chance, Luxembourg
Date of Birth – 10th May 1971
Nationality – Irish
5. The Objects of the company – Landscaping and Garden Design.
6. Issued share capital – £10,000 divided into 10,000 ordinary shares of £1.00 per share, all fully paid.
7. The initial subscribers to the company’s memorandum will be will be David Tulip and Mary Snowdrop who will each have 5000 ordinary shares each.
8. Ms Snowdrop does not wish her home address details to be made public because of her involvement in the one of her other companies.
9. Your firm will be submitting the forms to Companies House on behalf of the client. The name of your firm is Mump & Moan, Solicitors, 69 Gone Away Road, Anywhere.
1. One of the first contracts the company Floral Fantasies Limited has entered into is with Dorothy. The contract is for the landscaping of her garden, including the construction of a wall around the garden of her house. The total contract is for £20000, with the wall element costing £2000. It was agreed with Dorothy that the wall was to be built to a height of two and half metres to block out a view of the nearby chemical factory. The entire contract was estimated to be completed by 31st October 2012.
The wall has been constructed, but when Dorothy came to examine it for the first time, she found that it was only 2 metres high and that the chemical factory was still visible. The landscaping has not been finished and it is now 20th November and your clients have indicated that due to the onset of winter it will now not be possible to complete the contract until spring 2013.
Dorothy has informed your clients that if the wall height is not corrected and the balance of landscaping works not completed within 7 days she would have to get someone else to do it. The only firm available, however, will charge Dorothy £5000 more than the original agreed price for doing the work.
Analyse the scenario from the perspective of the Law of Contract, advising Dorothy:
a) Whether she can compel your clients, Floral Fantasies Limited, to reconstruct the garden wall in order to make it the agreed height, and if not, what alternative action is available, and
b) Whether she can force your clients to complete the balance of the
landscaping works within 7 days, or what alternative courses of
action are open to both Dorothy or your clients, Floral Fantasies
Limited.
2. Your client company Floral Fantasies Limited has now been operational for a period of 11 months. Derek McKenzie was employed initially as the team manager in charge of the tradesmen employed by your clients. Derek, during his 11 months with the firm, had also headed up the new client division and he had been very successful in building up a client base.
Derek had originally been employed by a competitor in the Glasgow area, but he accepted an offer from your clients when they set up their business, to act as the team manager. Derek was made aware of the fact his employment contract had a restrictive covenant to the effect that any manager leaving the firm could not work for another firm within a 26 mile radius of your clients registered office in Paisley for a period of 3 years. Additionally any manager leaving could not canvass anyone who had ever been a client of the firm.
After a major bust up with your clients over bonus payments for the introduction of new business, Derek has decided to join a rival firm, who have offices just off George Square, Glasgow. Derek also takes with him a number of employees from your clients, namely Shug, a driver, Mandy, a trainee landscape architect and Boris, one of the foremen in charge of the building trades. They all have similar restrictive covenants in their employment contracts.
Advise your clients Floral Fantasies Limited as to the enforceability of the restrictive covenants in respect of the various personnel the firm has lost. [10 marks]
