商法导论重点知识

名词解释：
司法先例Judicial precedent is the most influential of the common law sources. It is a kind of legislation that established by judge to bind people. When judge creating a precedent, they must obey the principle of the judicial precedent. There is a particular and famous case of Donoghue V Stevenson
议会法案Laws made by parliament itself. Laws pass by both UK parliament and Scottish parliament known as Act. Act of parliament are some legislation passed by UK parliament. Most Acts apply to the whole of United Kingdom.
欧盟法律类型：欧盟法主要分为基本法和派生法。

基本法包括成立欧盟及其前身欧共体的国际条约以及后续修改的一系列条约。

例如《《罗马条约》》《《欧洲单一法案》》《《欧洲联盟条约》》。

派生法是欧盟议会，欧盟理事会等主要机构根据基本条约已解释条约和执行条约的方式制定的，具有国内法属性的规定，指令，决定等。

经典法律著作Books, papers which were established by famous legal scholars. It can be quoted still in court case. When no judicial, judge can cited some theory in Institutional writings. But it has less authority than legislation and judicial precedent
简答1解释习俗惯例的概念在苏格兰法中的角色Common law is behaviors that approved by people for a long time and therefore obtain the force of law. It is unwritten law. AS a social norm, custom has the character in both mandatory and habitual. Custom is another source of Scots law used seldom nowadays.
2解释授权立法的概念
Delegated legislation is made up of orders, rules and regulations that made by organizations lower authority than parliament. The organizations making it must be given power by parliament.
3解释合同的要素五个
Judge if there exist legally binding contract. It has to match with five essential elements. The first is agreement, it is a series of behavior to finish a contract, and it contains offer and acceptance. The second is at least two contract parties, to setup a contract there must be at least two contract parties, one to give offer another to acceptance. The third is legal obligation, it represent there are some actual benefits and loss occurred under the contract. The fourth is consensus ad idem, it represent parties of contract reach a consensus on specific. People can fully understand a
contract and their role in it. The last is intention to create legal relations, to create a contract there must be a common intention of the parties to enter into legal obligation, mutually communicated expressly or impliedly. It is open for the parties to use express langue to indicate intent to impose legal obligations on each other.
4合同违约的补救方式四个the first is remedies damage and rescission. As a remedy for breach of contract, damages require people who breached the contract compensate for one part who suffered breach of contract in money. What’s more, the party who caused the breach will not be punished.
Rescission is that a person who breached the contract led to some great mistakes in the content of contract and make unfair between parties. People who suffered breach of contract have a right to rescission. Rescissions contain material breach of contract and partial breach of contract. Other three kinds of remedies for breach of contract are specific implement, lien and retention. Specific implement contain positive and negative specific implement. Positive specific implement require people who breached contract to finish their obligations. Negative specific implement require people who breached contract to stop doing something. Line is that creditor have right to take up the moveable property of debtor
doesn’t carry out obligations of contract in time. According to law, the creditor can implement lien to debtor until debtor carry out obligations of contract, debtor cannot take the moveable property away. Retention is that if a party of contract doesn’t carry out his obligation of contract.
案例分析
1个人独资企业的优缺点
Advantages: 1.he has extensive autonomy on running his business. He can full control over the flower business and make decision by himself. 2.Flexible operation patterns.3. 成立方式，决策权，个人接触，利润独享。

Disadvantages：1. it is difficult for him to raise fund rapidly. 2. The enterprise scale is small. The market to sell goods is small, so he can hardly expend his flower business.3. 不稳定抗风险能力差4.运营模式种类单一缺技术。

2合伙企业的优缺点
Advantages：1.partnership increases more technology, experience and more ideas. 2. Contrast with sole trader, limited partnership can raise capital rapidly. And the way to contributive is flexible.3. 合伙人可共同承担风险和责任。

Disadvantages：
1.There may be some Argue between partners.
2. There is a jointly and several liability in the aspect of debt repayment. (if there are some debts in running this flower business. But Lucy as a partnership has no ability to pay this debts. Xing is the individual partners of this business. He will become personally liable for the partnership debts.)
3. 与有限责任公司相比资金有限
4. 合伙企业不稳定。

3有限责任公司建立的法律程序
Xing choose limited company, there are some legal requirements. Firstly, it involves registration being made to Companies House. Secondly, the company Act 2006 requires certain official documents to be submitted to them. For example, a memorandum of association, articles of association and a form IN01. Thirdly, a relevant and allowable name of the company must be proved. This name cannot be offensive or be the same name as a liquidated company.。