LAW DEVEVELOPMENT CENTRE DEPARTMENT OF POST GRADUATE LEGAL STUDIES AND LEGAL AID POST GRADUATE BAR COURSE AY 2022/2023 (AND EARLIER YEARS) WRITTEN EXAMINATIONS (FINAL, SPECIAL & SUPPLEMENTARY) COMPULSORY ‘CATEGORY A’/’GROUP A’ SUBJECTS CORPORATE AND COMMERCIAL LAW Date: Friday 28" July, 2023 Time: 9:00 am ~ 1:00 pm ENERAL INSTR' ONS: 1. The exam has two (2) compulsory questions. Each question carries 50 marks. 2. This is a restricted open book examination. Candidates may consult their own notes, conventional reference books, statutes, law reports, or similar materials but SHALL NOT use any handwritten material not in their own handwriting, photocopies and typescripts of jecture notes or similar material; type scripts of ‘model answers’, previous IAs not in own handwriting or their photocopies. 3, Candidates SHALL NOT CONSULT OR EXCHANGE WRITTEN NOTES with one another within the examination room, 4, Clarity of expression and appropriate use of authorities attracts extra marks, 5. A candidate found cheating shall be discontinued from the entire examination and be subjected to disciplinary proceedings for examination malpractice. 6. Write your INDEX NUMBER on the Answer Booklet. DO NOT UNDER ANY CIRCUMSTANCES WRITE YOUR NAME AS THIS IS AN EXAMINATION MALPRACTICE. Do not use any of your actual names in preparation of briefs or court or other documents - create fictitious/made up names for this purpose. 7. A candidate is not allowed to enter the examination room with a cellphone, smart watch, camera, laptop, tablet, organizer or any other electronic device. 8 Acandidates must ensure that his or her handwriting is clearly legible. 9. All court documents or similar material must be written in the answer book. 10. All rough work and draft/summary answers must be written in the answer booklet and NOT in the question paper. DO NOT WRITE AT ALL IN THIS QUESTION PAPER. 11. You must write answers using a BLUE or BLACK ink pen only. Red and Green ink should not be used at all to underline authorities or for any other purpose. 12._ Strictly follow the instructions on the Answer Booklet and this Question Paper.QUESTION 1 (50 marks) * ‘Assume you are an advocate in private practice and have been approached for q legal advice by Ms. Rolex Kawundo, a Director of Kweek Fixx Limited. Kweek Fixx Limited is a company which was incorporated in Uganda in 2010. According to the memorandum of association, the main objects of the company are to carry on the business of:~ i. human resource consultancy: ii, skills training for workers ili, performance appraisal iv. employment agency; and v. _ travel agency. The directors of the company are Mr. Drone Apita, Ms. Miriam Korona, and Ms. Rolex Kawundo. Mr, Drone Apita and Ms. Miriam Korona are also shareholders of the company; but e Ms. Rolex Kawundo is not a shareholder. Ms, Rolex Kawundo is also a director in Heavenly Adventures Limited, a tour and travel company incorporated in Uganda. Kweek Fixx Limited would now like to venture into the lucrative business of tabour export to the Middle East. You have done a quick check and found out that under section 39D of the Employment Act as amended by the Employment (Amendment) Act 2023, a company in any category listed below is not eligible to be licensed as a recruitment agency:- (1) a company whose objects allow it to conduct a business of a travel agency or sales agency of an airline company; (2) a company that has any of the members of its board of directors @ engaged in the business of a travel agency. (a) Address the preliminaries in the matter of Kweek Fixx Limited. _[5 marks] (b) Advise Kweek Fixx Limited on how they can become compliant with the aforementioned provisions of the Employment Act as amended. [10 marks] (© Draft the necessary documents for the advice in (b) above. [20 marks} (@) Outline the procedure necessary for Kweek Fixx Limited to legally start the business of labour export to the Middle East. [15 marks} 2QUESTION 2 (50 marks) ae Assume you are a Legal Assistant with M/S Trust Advocates. Mr. Joel Kirya, your Managing Partner, has brought to your attention matters involving the firm's client, the Uganda School of Law (USL): The Uganda School of Law (USL) is a Government owned institution whose mandate includes conducting of the post graduate Bar Course in Uganda, for which USL has a statutory monopoly. USL has three campuses at Kampala, Mbale and Lira. USL is headed by a Director supported by an Assistant Director at each campus. The Director USL is the CEO and Accounting Officer (AO) of USL duly appointed as AO by the Permanent Secretary/Secretary to the Treasury (PS/ST). One of the highlights of USL's academic calendar is the Bar Course professional dinner that takes place towards the end of the Academic Year (AY). The dinner for AY 2022/23 for all 3 campuses was scheduled for Friday 9" June, 2023. The procurement for the Bar Course Professional Dinner, Kampala campus was divided into 2 Lots — Lot 4 for the formal dinner and Lot 2 for bull-roasting ‘kasiki’ After bidding to cater for the Bar Course dinner for the Kampala campus, Crystal Hotel Ltd. received the attached document (Annexure 1). On 28” May USL and Crystal Hotel Ltd. entered into a formal contract for the event. On 30" May, 2023 Crystal wrote a letter to the Director USL (Annexure 2). The Director brought this to the attention of Princely Wambiggie, Assistant Director USL Kampala campus. Wambiagie visited the proposed alternative venue and was furious with what he saw. Crystal Hotel is located in a filthy slum area of Muyenga and their banqueting hall can hardly accommodate 700 guests. It is not suitable for hosting the prestigious Bar Course dinner. He immediately wrote an email to Crystal Hotel Ltd. cancelling the award of the contract to them for the Bar Course professional dinner Wambiggie then proceeded to contract Cherry Caterers Ltd., an outside catering services firm. He requested them to supply various items for the dinner to be held at the Kampala campus premises in the students’ parking area including. + A200 seater executive tent + Meals, cake and assorted drinks for 1200 guests + Portable tables, table clothes, chairs, chair covers and decorations + ADJ, music and public address system Cherry Caterers Ltd. quoted shs. 108 million to cover all the above items. Wambiggie approved the quotation and awarded the contract in writing. Cherry Caterers Ltd. entered into a formal contract with USL. Wambiggie signed for USL. Cherry Caterers Ltd. delivered a very successful dinner of the highest standards — the best ever at USL, Staff and students were impressed by the quality of the dinner. Supreme Caterers Ltd. was awarded the contract to supply a bull for roasting, assorted beers (20 crates) and sodas (15 crates). Agreed price was shs. 30 million The contract was signed by Supreme Caterers Ltd. and the Director USL 3Prior to being awarded the contract Supreme Caterers showed the Procurement Officer and Guild President a sample of the bull to be delivered for roasting (Annexure 3). The bull they actually delivered (Annexure 4) was quite different from the sample. The students were angry at the sight of the pathetic, emaciated bull and almost rioted. At the bull-roasting party the day before the formal dinner, 1/3 of the students and guests failed to get food due to the little meat from the small bull Due to a breakdown of machinery at Nile Breweries, Jinja, there was a halt in production of their beer brands. Consequently Supreme were able to secure and deliver 20 crates of only ‘Bell’ brand beers. Due to increased prices of goods resulting from high fuel prices after the contract had been signed, Supreme has decided to mark up their quoted price by shs. 5 million to cater for ‘unforeseen inflation’. There was no provision for such adjustment in the signed contract. 1. The Director USL has received 3 invoices with requests for payments for services rendered by the various service providers: * Crystal Hotel Ltd. is demanding for payment of shs. 122 million since they made all arrangements for the dinner including preparing meals but USL did not utilize the service. They had to throw away the unconsumed food. = Cherry Caterers Ltd. has requested for payment of shs. 108 million for services rendered in providing an unprecedented and amazing dinner. * Supreme Caterers Ltd. also presented their invoice for catering for the bull- roasting party at shs. 35 million (agreed price of shs. 30 million plus shs. 5 million mark up to cater for ‘unforeseen inflation’) 2. Hope, the Manager Procurement and Disposal USL, telephoned Bruce Labu, the MD of Cherry Caterers Ltd., informing him that “the Director has delayed to approve your payment. However, if you give me a token of appreciation of shs. 5 million, | can do something to get your money paid speedily’. 3. Unity Caterers Ltd. is aggrieved by not being given the award for the dinner as 2™ best evaluated bidder following Crystal's failure to deliver as clearly evidenced in Crystal's letter to the Director USL. As counsel for USL: a) Address preliminaries in the matter of USL and the service providers. [5 marks] b) Advise the Director USL regarding USL's legal obligations in relation to each of the claims for payment by the respective service providers i) Crystal Hotel Ltd [5 marks] ii) Cherry Caterers Ltd [10 marks] iii) Supreme Caterers Ltd [10 marks] ©) Advise the Director USL on action he should take regarding Hope's phone call to Cherry Caterers Ltd [5 marks] NO DRAFTING REQUIRED IN (a) to (c, Assume you were representing Unity Caterers Ltd. when they received a copy of the Best Evaluated Bidder Notice “Annexure 1” and a copy of ‘Annexure 2’: d) Advise on the tenability of Unity Caterers Ltd.'s claim against USL. [5 marks] ) _ Draft the necessary documents to address their dissatisfaction. [10 marks] 4‘Annexure 1° UGANDA SCHOOL OF LAW! P.O. BOX 77548 KAMPALA’ BEST EVALUATED BIDDER NOTICE The Bidder name below has been evaluated as the best evaluated bidder for the procurement of the items detailed below. It is the intention of the Procuring and Disposing Entity to place a contract with the bidder name after one week from the date for the display given below. Procurement Reference | USL/SPLS/22-23/017 ] | Number if eae ‘Subject of Procurement | Tender for the Bar Course Professional Dinner, | Kampala Campus (1200 guests) | @ Method of Procurement Open Domestic Bidding | Name of Best Evaluated | Crystal Hotel Limited | | Bidder _ Bs - a | (Total Contract Price | UGX. 122,000,000 Date for Display _ 23 May, 2023 a [Date for Removal 27" May, 2023 af Unsuccessful bidd tee? re No. | Name of bidd Reasons for x 1. | Jambo Hotel Ltd | Bid price of UGX 60,000,000 is unreasonably low | i | « No URA Tax Clearance Certificate (TCC) provided | | ; * No evidence of previous experience in catering for Z such big numbers '2___[Unity Caterers Ltd. | © High bid price of UGX 125,000,000= @ —_ Display of this Notice does not constitute an acceptance of the bid described above or the formation of a contract. Authorized for display on Procurement and Disposal Notice Board by: Signature: a Name: Hope Atim Position: Manager Procurement and Disposal Date: 20" May, 2023 OG M/s Jambo Hotel Ltd Mis Unity Caterers’ ‘Annexure 2° Crystal Hotel Limited P.O. Box 5488 3 Kampala 2 UGANDA 30" May 2023 The Director Uganda School of Law Kampala - UGANDA RE: UNAVAILABILITY OF OUR BANQUET HALL AND PROVISION OF AN ALTERNATIVE VENUE FOR BAR COURSE PROFESSIONAL DINNER We thank you for awarding us the contract to supply banqueting services for 1200 guests at your Bar Course Professional Dinner Kampala campus slated for 9" June 2023. As per our bid documents, we identified our 1500 seater ‘Karibu Hall’ as the appropriate venue for the dinner. Unfortunately we regret to inform you that on 29" May 2023 State House, Entebbe, at very short noticed requested us for the same venue to host a meeting of the Heads of State of the East African Community (EAC) on 9" June, 2023. As an important State function the State House meeting takes precedence over any other planned activity at our hotel. We are thus unable to host your Professional Dinner as planned and agreed. We are, however, pleased to offer you an alternative venue for your function at our sister hotel, Sapphire Hotel, Muyenga. It will be at no extra cost to USL. We have made all the necessary arrangements for the dinner at Sapphire. We cannot accept any cancellation. Simeo Guduli MANAGING DIRECTOR“Annexure 3 Photograph of the sample bull shown by Supreme Caterers Ltd. to the Procurement Officer and Guild President USL Kampala for bull-roastingye 2 Annexure 4 Photograph of the bull delivered by Supreme Caterers Ltd. to USL Kampala for bull-roasting CHIEF EXAMINER LDC 8