Business Law: Promises, Tort, and Artificial Personality

This document discusses the concepts of promises, tort, and artificial personality in the context of business law. It explores the legal elements of promises, the doctrine of tort, and the definition of a corporation as an artificial person. The document provides examples and case studies to illustrate these concepts.

Business Law

Table of Contents
INTRODUCTION...........................................................................................................................1
PART 1............................................................................................................................................1
PART 2............................................................................................................................................3
PART 3............................................................................................................................................6
CONCLUSION................................................................................................................................7
REFERENCES..............................................................................................................................10

INTRODUCTION
Law is termed as rules and regulation which is duly formed by related legislative bodies
of a nation as to regulate individuals and organisations activities as well as functions. There are
different types of statues that are applicable upon companies that further provide legal support
and aid to operations and structure (Fried, C., 2015). Business law is mainly a broad area of law
within which there are number of laws as well as topics are included. It encompasses all the
laws that duly direct the manner to run and form a business entity. In this federal laws, state law
and administrative regulations are included. This project is further being segregated into three
different parts within which first part include about promises part second is related with doctrine
of tort while in third part formative discussion has been made on artificial personality.
PART 1
In legal context, promise is defined as an engagement within which a promisee and
promisor is involved as to undertake some certain form agreement as to perform some activities.
If a promise is made in or reduced to writing, this is duly termed as agreement which is put under
the seal, then it is determined as a covenant. There is no such lawful element in a promise and it
refers to mere declaration may by one person to another for a good or valuable consideration. An
individual can made different types of promises. Present questions include three diverse form of
situations within which Sergio undertake different types of promises to Natasha ( local
newsagent), Alexander ( Son) and secretary in order to pay all of them sum of different amount
of promises get fulfil.
As per in accordance with legal provision, promises can be duly made in both format
written or orally as per involved parties requirements. Mentioned below some of the certain laws
that are related to promise is being defined:
 A promise can not be duly made without consideration. Thus, in order to make a promise
binding upon promisor it is essential that there is sufficient consideration.
 This has been signified that if a promise is conditional then it is required to be completed
preceding to any binding effect. In other words, it states that if in a promise there is any
condition then it is required to give preference.
 In order to make a promise there must be involvement of two parties, promisee and
promisor as to have a contractual component.
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 It is important for both promisor and a promisee to have mutual consent. A promise that
has been duly made by does not get accepted by promisee then it could not be termed as a
promise.
 Enforceability of promise is also depend on the circumstances that states that it is duly in
promise best interest as to further make it enforceable.
 It is essential to make a promise without any ambiguity. A promise is required to definite
and clear. In addition to this, any form of double meaning and confusing terms must be
made clear or removed before its occurrence.
As per according to the discussion, it has been defined that there are different types of
elements that are are required to be present in a promise. By duly considering all the elements
within promise an absolute and valid promise can be made. In this segment of report there are
three different form of cases that showcase different scenarios. In this case a promise has been
duly male by Sergio to different individual with specific return. This can further be duly
understood with the assistance of different cases in past in United Kingdom legal system in order
to get accurate and defined conclusion.
In the landmark case of Balfour v Balfour [1919], this has been stated that husband
made a promise to his wife as to pay her 30 pounds for a period of month when he went out of
England. Along with in exchange of her agreement as to support herself without asking his
husband for other related maintenance. In this court stated that promise deliver valid
consideration but in this there is not contract. In this it is an agreement that involve promise but
does not falls into the category of contract. Thus, the performance of new duty must not involve
in new consideration.
The case of Hartley v Ponsonby [1857]. in this the court held that a promise can be
made enforceable. It duly involve a ship within which there were number of individuals as a
crew members that later get reduced such a number that created a situation of dangerous in
nature for ship to sail on the water. While ship captain does not have any authority to demand the
same. In this, this has been stated by court that police have the general duty as to effectively
undertake different form of essential things in order to further maintain peace in between crew.
In the case instance of Roffey Bros, a business has been conducted on contract basis by
builders. Within this they burnish estimated number of 27 flats belonging to housing corporation.
In this, contract duly contain a clause which is related to late competition. This made Roffey
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Bros to subcontract some the the work to carpenter Willam. But he some how got delayed in
completing work due to which he received bonus payment to fulfil all the task in perfect frame
work of time. He continuous engage in the process to carried on the work until the payments
stopped. A due case get filed against Roffey Bros for contract breaching. In this court, states that
the promise that has been made to give additional payment was enforceable and valid as in this
practical benefit was being acquired and does not formulated on the group of any fraudulent
basis. In addition to this, Roffey Bros himself being made promise to pay additional benefits
thus this promise was enforceable.
PART 2
Doctrine of tort
In the case of Samantha, in which she went to her local bank, Extortionate Plc in order to
get inquiry related to loan which is required by her for new business start-up. As Samantha was
leaving the bank she tripped and found herself fell down the stairs within which the carpet had
come away significantly at the sides (Luntz and et. al., 2017). This made her got injuries within
which she injured some of her nails and broke her wrist. After she met with this incident in bank
premises she found mail from her friend that include a link of bank social media. Samantha
visited the site and found out that other individual also met with same incident within bank
premises. Now in this the question has raised related to tort within which bank found to be
guilty.
In UK Common law tort is duly termed as an act or civil wrong and is unfair that further
cause harm of loss to someone in number of manner, leading to rise to liability for the person
who commits the tortious act. Tort is termed as wrong that may further create situations within
which an individual get suffered firm any kind of damage for which they can claim for the same
loss. Tort law has been duly implemented in order to safeguard individuals interest. In addition
to this, there are different form of expectations that get not duly involved in this law as to protect
them. Mentioned below some of the certain interest is being included in Tort law:
 Personal harm
 Harm to the due process of law
 Harm to financial interests
 Harm to reputation
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 Harm to property
Number of parties can found themselves in legal action of tort laws such as employees,
individuals, independent contractors, the Crown, employers, companies etc. While tort can duly
be consider wrong if it involves some of the certain elements:
Negligence- This type of event is mainly undertake because of lack of reasonable care. In this
there must be certain form of conditions as to treat a situation within this category it duly
accomplished certain form of conditions which is being defined below:
The negligent party was under a duty of care to the victim-In this event defendant hold
the responsibility towards claimant along with duty of care.
Such duty was breached- A breach in the duty of care must be breached due to
negligence. It can be ascertained with the application of test of a reasonable man as to further
identify that duty get breached in actual manner of not (Deakin and Markesinis, 2019). In
addition to this, it provides a clarity that aid in deciding category within which a person is going
to be put.
Causation which means negligence leading to injury or loss- Breach because of
negligence is basically capable to cause certain loss and damage to an individual. In addition to
this, claimant is required to show damage, loss or personal injury on due account of such
negligence.
Damage or injury occurred- Within this, it is essential to be some actual injury or loss
which is further required to be linked with financial loss, emotional distress, physical or mental
personal injuries, damage to property and embarrassment.
With the help of some certain remedies individual can seek towards damage claim or loss
that has been suffered by them. Mentioned below there are some certain form of legal solutions
are available for claimant:
 Damages: This can be referred to as the compensation given in monetary value for
covering the losses. It is categorised into several types which are briefly explained as
underneath:-
◦ Nominal- This can be referred to as the amount that is given whereby victim did not
undergo any kind of losses.
◦ Contemptuous- This is the damage which comes into existence in an instance
whereby the claimant is successful, however the court regarded the case to be without
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any kind of benefits. Hereby, a nominal or negligible sum is given in the form of
compensation.
◦ Non-Pecuniary- This damage plays role whereby the compensation is being provided
for damage of non economic nature. This encompasses aspects such as mental, pain
or emotional distress.
◦ Pecuniary- This is a kind of damage which is illustrated as a part of the course of
action taken in a bid to prove the actual loss encountered.
◦ Aggravated damages- Hereby the court undertakes decision that the incident was
executed with malicious intentions in a bid to raise question on the character of
claimant.
◦ Punitive damage- This is linked to payment of damages that are paid to claimant for
any kind of serious issue.
 Injunctions- It can be referred to as the order given by court which restricts a party from
carrying out activities or actions. It is universally known that court possesses the power to
stipulate injunction along with damages against any party.
Some defences that prevail within law of tort are vicarious liability and contributory
negligence. In the given case, the defence which is applicable is acknowledged to be contributory
negligence as the bank was found to be negligent regarding the adjustment of carpet in right
direction. Similar incidents took place in past also however no action was taken by the bank.
Thus, hereby, Samantha can take the bank to the court and apply for damages as the whole
incident took place because of negligence on the part of bank. Bank was required to keep the
carpet properly so that people do not get injured but this was not done by the bank. As the bank
had knowledge of its mistake, it was supposed to correct it. Thus, Samantha is capable of suing
the bank and claiming for damages due to injuries caused in her wrist and other body parts.
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PART 3
Explanation of the statement “A corporation may be defined as a legal entity or artificial person”
As per in accordance with the Companies Act, 2006 company is considered as judicial
individual who further have a separate set of legal identity from it members along with having a
common seal as well as perpetual succession (Adriano, 2015). It further hold the capabilities to
sue or be sued, enter into any contract and own properties in its name. This definition duly states
different types of elements as well as characteristics that defined a company. In this before
starting a business it is essential for an owner to have due knowledge related to each and every
law that is related with particular industry.
A corporation is termed as creation of law in the eyes of which it is recognised as an
individual legal personality having sole rights and liabilities. The principle is considered as entity
identification from its shareholders as well as members. This is mainly a artificial legal entity
that have a corporate identity during the time of its registration in Companies Act, 2006. Law
offer obligations, legal rights as well as duties as just as living individual. It is bit hard to duly
have proper understanding related to artificial personality, this can be duly understand with the
help of some certain form of features:
 It duly have rights as well as capabilities to undertake transactions and further enter into
any contracts, deposit the money in the account, sue any other party, open a bank account
and more. The rights that has been hold by them are different form individual rights those
who perform their duties in company.
 In regard with paying off taxes, an entity get treated as different from individuals those
income get calculated and assessed on tax slab basis. In addition to this, it has been
determined that entity is required to pay taxes on the income that has been earned by
them before distributing the same to stakeholders.
 Company acts through business directors those who duly handle operations on entity's
behalf. Further it has been identified that organisation appoints certain individuals as
directors those who perform their functions collectively and are termed as board of
directors. In addition to this, the board of directors hold the responsibility to undertake
decisions in company interest.
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When an entity is termed as artificial legal entity, it is means that there is an individual legal
existence in the eyes of law. In addition with this, it is also termed as a juristic being. This can be
duly understand via landmark case Salomon v. Salomon and Co. Ltd. Within this Mr. Salomon a
shoe business owner, this later sold for $39,000 to Salomon & Co. Ltd. That exist Salomon
himself, his wife, his daughter and his four sons. The price for purchasing the business was paid
by making allotment of 20,000 shares and 10,000 debentures and the rest of the amount was paid
in cash to Mr. Salomon. Further it has been identified that debentures duly include floating
charge on the assets of entity. This has been duly identified that after some time period this duly
get liquidated that further lead towards giving preference to unsecured creditors over debentures
owing to the fact Salomon was same individual. Although by considering factors about entity,
this has been duly identified that organisation is mainly a separate legal entity.
A corporate is basically a both artificial person and a legal entity as it is different from
natural individuals (Wilkinson-Ryan, 2012). In addition to this, it has been identified that there
are number of different rights as well as obligations that can not be exercised by it. Some of the
certain rights include holding of public offices, right to vote and more. Along with this, this has
been evaluated that entity is liable as well as responsible for any form of liabilities and actions.
In addition to this an organisation can not get treated as an legal individual without get duly
registered in relevant law. Furthermore, it can not engage into activities related to commercial
activities without having appropriate certificates as well as formalities.
CONCLUSION
As per the above mentioned report it has been concluded that, law is termed as significant
element that duly governs organisation as well as individuals activities and functions within a
country. It duly provides a formative direction with the help of which business organisations as
well as individuals can perform their activities in well defined manner. In addition to this, there
are different types of significant legislations that are being duly framed for business managers
which is required to be follow by them as to conduct their operations in well manner. Further this
has been evaluated that a promise is only enforced if it involve consent of all involved parties. In
addition this, it is essential to conduct operations by considering all laws and related legislations.
Along with this, every organisation is required to have due knowledge related to non-compliance
as well as consequences of laws. In addition to this, with the help of different types of solutions
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and well as legal remedies conflicts and disputes can be duly overcome while ensuring well
effective end outcomes.
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REFERENCES
Books & Journals:
Bebchuk, L.A. and Jackson Jr, R.J., 2012. The law and economics of blockholder
disclosure. Harv. Bus. L. Rev. 2. p.39.
Fried, C., 2015. Contract as promise: A theory of contractual obligation. Oxford University
Press, USA.
Wilkinson-Ryan, T., 2012. Legal promise and psychological contract. Wake Forest L. Rev. 47.
p.843.
Del Vecchio, L., 2013. Enforceability of Business Contracts of Minors Eighteen Years and
Over. St. John's Law Review. 16(1). p.24.
Luntz, H., and et. al., 2017. Torts: cases and commentary. LexisNexis Butterworths.
Cornford, T., 2016. Towards a public law of tort. Routledge.
Oliphant, K., 2012. Cultures of tort law in Europe.
Lewis, R. and Morris, A., 2012. Tort law culture: Image and reality. Journal of Law and Society.
39(4). pp.562-592.
Christie, G.C. and Sanders, J., 2012. Advanced Torts: Cases and Materials. West.
Deakin, S. and Markesinis, B., 2019. Markesinis and Deakin's Tort law. Oxford University
Press, USA.
Waqas, M. and Rehman, Z., 2016. Separate Legal Entity of Corporation: The Corporate
Veil. International Journal of Social Sciences and Management. 3(1). pp.1-4.
Salomon, Salomon V. "The Legal issues arising from the following problems are that of;“lifting
the corporate veil” principle, the single economic entity doctrine, what is regarded as a
separate ‘Legal Personality’and also what type of relationship parent (holding)
companies have with their subsidiaries. A company is a legal person separate from its
members, as can be seen in what is regarded the most famous case in company law
Salomon v. Salomon and Co. Ltd. This therefore means."
Adriano, E.A.Q., 2015. The natural person, legal entity or juridical person and juridical
personality. Penn St. JL & Int'l Aff. 4. p.363.
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