1) Breach of Contract

Breach of Contract means the failure of a party to perform or full fill its obligation under the contract.
There are four kinds of Breach

 Minor Breach
 Material breach
 Fundamental Breach
 Anticipatory Breach

2) Factors to Consider when selecting a Business’s Form

Significant factors to consider in selecting the best organizational form for a particular business activity
include:

 The cost of creating the organization

 The continuity or stability of the organization
 The control of decisions
 The personal liability of the owners
 The taxation of the organization’s earning and its distribution of profits to the owners

3) Injunctions

A court order by which an individual is required to perform, or is restrained from performing, a

particular act. There are Four Types of Injunctions

 Preliminary Injunction
 Preventive Injunction
 Mandatory Injunction
 Permanent Injunction

4) MEMORANDUM OF ASSOCIATION & ARTICLE OF ASSOCIATION

Memorandum of Association
The Memorandum of Association (MOA) is a document that regulates a company's external activities
and must be drawn up on the formation of a registered or incorporated company. As such, its
preparation prior to the commencement of business is an absolute necessity.
The document can be inspected by anyone, including the public when asked. The MOA is kept at the
Registered Head Office of the Company, the location of which is also mentioned in the MOA.
CONTENT OF MOA
 The document must contain the following information:
 The name of the company.
 The province in which the registered office is situated in the objectives of the company
 What you are authorized to do to achieve the outlined business objectives
 Activities that you will not engage in all provisions of the company
 The liabilities of all the stated members, whether limited by shares or by guaranty
  The amount of authorized capital of the company, including the division of the ordinary shares
 All changes that can be made to the share capital
 The names of the people/subscribers who the shares are given to
 Witness attestations

Articles of Association
 A document that specifies the rules and regulations relating to the management of the
Company’s internal affairs.
 Defines the company's purpose and lays out how tasks are to be accomplished within the
organization.
 Defines the rights, powers and duties of the Management.
 A public company limited by shares may register its own Articles of Association or it may adopt
Table A.
 In simple words, the AOA, together with the MOA, is the constitution of the company.

Contents of AOA
 Names, Address, Qualification of the Chairman, Managing director, Directors, Auditors and their
Appointment and election.
 The term period for which the directors will hold their position in the company.
 The Salaries, Allowances, Fees etc. of the Chairman, Directors and Auditors.
 Procedure of Audit to be followed.
 Prospectus of the company.
 Company meetings, and procedures for calling these meetings.
 Premium or discount on shares.
 Calls on shares; their transfer procedure.
 Borrowing procedures of the company; Dividends and reserves of the company.
 Procedure of the winding up the business (under Article 297 till 305)
 Seal of the Company.

5) AGENTS

Definition of Agent
Section 182 of the Contract Act, 1872 is the defining section of an Agent. It states:

An agent is a person employed to do any act for another or to represent another in dealing with third
person,

& the person for whom such act is done or who is so represented is called Principal.

The contract which creates the relationship of principal and agent is called “Agency”.
Principal-Agent Relationship

ESSENTIAL OF AGENCY:

• Intention to work for Principal

• No consideration is necessary (section 185)

• Agreement between principal and agent

6) SMC

 Owned by a single person.

 Any company registered as Single Member under Company law 2003 as a single member
company.
 Or any private company changed its status to SMC according to Company law 2003.
 All the rules and regulation of Company ordinance applied to SMC, like private company.
 Concept of (SMC) was first introduced by European Union in 1992.
 Pakistan is the pioneer country in Asian countries to introduce and adopt the novel concept of
a Single Member Company.
 The Securities and Exchange Commission of Pakistan (SECP) has finalized the Companies Rules,
2003 to set forth the laws regulating a Single Member Private Limited Company.

Formation of Single Member Company

 Any person/company can have formed company as per Company ordinance 1984 and Single member
company law 2003.
 Following procedure for registering SMC
o File with the registrar at the time of incorporation as SMC
o Documents like private company.
o Form S1: Indicating at least two individuals to act as nominee director and alternate
nominee director in the event of his death.
Core Objective:
 To facilitate sole proprietorships to avail corporate status.
 Extended Advantage of limited liability
 Rights and privileges of a distinct legal entity.
 To stimulate documentation of the economy.
 Proper documentation of decisions taken, such documentation would avoid future disputes.

7) IP & PATENT

Intellectual Property
Intellectual property, often known as IP, allows people to own their creativity and innovation in the
same way that they can own physical property. The owner of IP can control and be rewarded for its
use, and this encourages further innovation and creativity to the benefit of us all.

Kinds of Intellectual Property

 Copyrights and Related Rights
 Patents
 Trademarks
 Industrial Design
 Geographical Indication
 Trade secrets
 Unfair Competition

Copyright
 A form of protection provided to the creators of “original works of authorship.”
 Includes literary, dramatic, musical, artistic, and certain other intellectual works, both published
and unpublished.
 Does not extend to any idea, procedure, process, system … regardless of the form in which it is
described, explained, or embodied.
 Copyright protection is limited to an author’s expression of an idea, process, concept, and the
like in a tangible medium.

Patent Law
A patent is a “contract” between the inventor and the Government (Patent Office).

Following are the types of Patents

 Utility Patent – Granted for a process, machine or manufacture, or composition of matter or

an improvement thereof. Designated with numbers.
 Design Patent – Protects the ornamental design for an article of manufacture. Only protects
the appearance…not the utility. Document numbers preceded by letter “D”.
 Plant Patent – granted on any distinct and new variety of an asexually reproduced plant.
Document numbers preceded by “PP”.
 8) Property & Division

• Property is any physical or virtual entity that is owned by an individual or jointly by a group of
individuals. An owner of property has the right to consume, sell, rent, mortgage, transfer and
exchange his or her property. Important widely-recognized types of property include real
property (land), personal property (other physical possessions), public property and intellectual
property (rights over artistic creations, inventions, etc.), although the latter is not always as
widely recognized or enforced.[4] A title, or a right of ownership, is associated with property
that establishes the relation between the goods/services and other individuals or groups,
assuring the owner the right to dispense with the property in a manner he or she sees fit.

Property and Prosperity

 Property is central of the legal environment of business. It is also central to society’s
achievement of prosperity.
 Property creates some of the maximum conditions known for producing and sustaining
prosperity.
 Since property refers to a system of laws, rather than to useful resources, it is fair to
conclude that certain laws or a major contributing factor to a prosperity, because property
powerfully promotes incentive and people to keep and benefit from what they produce,
property motivates efforts in a way that human beings can get benefit from it.

Two basic divisions of Property

There are two basic divisions of property

o Real Property
 Real Property means ownership and interests in land such as mining rights or
leases
o Personal Property
 All other type of resources is protected under the law of personal property

9) LITIGAION & TAX

Litigation is the term used to describe proceedings initiated between two opposing parties to
enforce or defend a legal right. Litigation is typically settled by agreement between the parties,
but may also be heard and decided by a jury or judge in court.

 Pleadings
 Trial
 Witnesses Examination
 Findings
 Judgement

Parties in Litigation
– Plaintiff:
• Party who files the lawsuit.
 – Defendant:
• Party being sued.

The Trial
The aim of a criminal prosecution is to punish the offender with financial penalties or
imprisonment.

Trial steps
1. Voir dire- Parties and their attorneys select jury
2. Attorneys present opening statements
3. Plaintiff presents evidence through witnesses
4. Defendant moves for directed verdict
5. Defendant presents evidence through witnesses
6. Attorneys present closing arguments
7. Court instructs jury on the law
8. Jury deliberates and makes decision (Verdict)
9. Judge enters judgment on verdict
10. Losing party files post trial motion

10) Provincialism in Pakistan

The constitution defines Pakistan as a federal state, a state where power is shared between the federal
government and the federating units. Pakistan inherited the federal system from British India and has
been practicing it, at least in name, throughout its turbulent constitutional history. However, the true
spirit of federalism could not be evolved. Mistrust exists between the center and provinces and among
provinces themselves over the distribution of resources

Why New Provinces Required? The demand to have new provinces has been raised from time to time;
sometimes on ethnic grounds, sometimes based on distribution of resources and sometimes on socio-
economic backwardness of the area.

Possible Solution for New Provinces

The demand for new provinces would remain a source of conflict because of the lack of political will and
determination on the part of major stakeholders to proceed in that direction. The best solution to deal
with the issue of racial, lingual and ethnic assertion of identities is to upgrade divisions of Pakistan as
provinces with proper planning and management so that power is devolved at the grassroots level and
financial/administrative empowerment is ensured particularly to backward divisions of Pakistan which
may be upgraded as new provinces.