Contract of Sale of Goods
Where Seller
Transfers
Agrees to Transfer
Contract may be
Absolute
Conditional
Difference between Sale and Agreement to Sell
Sale
Possession Passes
Executed
Buyer has absolute Rights against Public
Seller can sue for the Price
As Further sale, buyer can sue for damages from Seller and 2nd Buyer
On Destruction Loss falls on Buyer
Agreement to Sell
Possessions Resides
Executory
Buyer can sue for Price only to Seller
Seller can sue for Damages
As Further sale, buyer can sue for damages only from Seller
On Destruction Loss falls on Seller
10/22/10
Intellectual property
Intellectual Property
Intellectual property (IP) refers to creations of the mind: inventions, literary and artistic works, and symbols, names, images, and designs used in commerce.
IP is divided into two categories: Industrial property, which includes inventions (patents), trademarks, industrial designs and Copyright, which includes literary and artistic works such as novels, poems and plays, films, musical works, artistic works
Patent
A patent is a grant from the Government, which confers on the grantee, for a limited term of 20 years, the following acts, namely
When patents has been granted in respect of a product.
When the patents has been granted in respect of a process.
Trademarks
A trademark is a sign that individualizes the goods of a given enterprise and distinguishes them from the goods of others. It can be in the form of words, designs, letters, numerals or packaging, slogans, devices, symbols, etc
Industrial Designs
An industrial design is the ornamental or aesthetic aspect of an article, in other words, that part which makes the article attractive & appealing. It may consist of three-dimensional features, such as the shape or surface of an article or two-dimensional features, such as patterns, lines or colours
Copyright Rights
Copyright deals with the protection of literary and artistic works. These include writings, music, and works of the fine arts, such as paintings and sculptures, and technology-based works such as computer programs and electronic databases.
IPO Pakistan
Vision
IPO-Pakistan has set for itself the following vision namely
“To put Pakistan on the IP map of the world as a compliant and responsible country by promoting and protecting intellectual property rights.”
Mission
The Mission Statement of IPO-Pakistan is as follows
“Integrating and upgrading IP infrastructure for improved service delivery; increased public awareness and enhanced enforcement coordination for achieving the goal of being an IP based nation.”
Intellectual property (IP) refers to creations of the mind: inventions, literary and artistic works, and symbols, names, images, and designs used in commerce.
IP is divided into two categories: Industrial property, which includes inventions (patents), trademarks, industrial designs and Copyright, which includes literary and artistic works such as novels, poems and plays, films, musical works, artistic works
Patent
A patent is a grant from the Government, which confers on the grantee, for a limited term of 20 years, the following acts, namely
When patents has been granted in respect of a product.
When the patents has been granted in respect of a process.
Trademarks
A trademark is a sign that individualizes the goods of a given enterprise and distinguishes them from the goods of others. It can be in the form of words, designs, letters, numerals or packaging, slogans, devices, symbols, etc
Industrial Designs
An industrial design is the ornamental or aesthetic aspect of an article, in other words, that part which makes the article attractive & appealing. It may consist of three-dimensional features, such as the shape or surface of an article or two-dimensional features, such as patterns, lines or colours
Copyright Rights
Copyright deals with the protection of literary and artistic works. These include writings, music, and works of the fine arts, such as paintings and sculptures, and technology-based works such as computer programs and electronic databases.
IPO Pakistan
Vision
IPO-Pakistan has set for itself the following vision namely
“To put Pakistan on the IP map of the world as a compliant and responsible country by promoting and protecting intellectual property rights.”
Mission
The Mission Statement of IPO-Pakistan is as follows
“Integrating and upgrading IP infrastructure for improved service delivery; increased public awareness and enhanced enforcement coordination for achieving the goal of being an IP based nation.”
Principal and Agent
Creation of Agency
Express Agency
Implied Agency
Agency by Estoppel
Agency by Holding out
Agency by Necessity
Agency by Ratification
Agency by Statue
Classes of Agents ….. By Authority
Special Agent
General Agent
Universal Agent
Classes of Agents ….. By Performance
Mercantile or Commercial Agent
Factors
Brokers
Commission Agents
Del Credere Agents
Auctioneers
Bankers
Indentors
Personal Liability of Agent
When Contract Expressly Provides
When Agent Signs a Negotiable Instrument in his own Name
When Acting for a Concealed Principal
When Acting for a Principal who can not be Sued
For Breach of Contract
Where Payment made by Mistake or Fraud
Custom makes Agent Personally Liable
Termination of Agency
Performance of Contract
Agreement between Parties
Death of Either Party
Insanity of Either Party
Insolvency of Principal or sometimes Agent
On Dissolution if Either Party is Company
Destruction of Subject Matter
Renunciation by Agent
Revocation by Principal
Express Agency
Implied Agency
Agency by Estoppel
Agency by Holding out
Agency by Necessity
Agency by Ratification
Agency by Statue
Classes of Agents ….. By Authority
Special Agent
General Agent
Universal Agent
Classes of Agents ….. By Performance
Mercantile or Commercial Agent
Factors
Brokers
Commission Agents
Del Credere Agents
Auctioneers
Bankers
Indentors
Personal Liability of Agent
When Contract Expressly Provides
When Agent Signs a Negotiable Instrument in his own Name
When Acting for a Concealed Principal
When Acting for a Principal who can not be Sued
For Breach of Contract
Where Payment made by Mistake or Fraud
Custom makes Agent Personally Liable
Termination of Agency
Performance of Contract
Agreement between Parties
Death of Either Party
Insanity of Either Party
Insolvency of Principal or sometimes Agent
On Dissolution if Either Party is Company
Destruction of Subject Matter
Renunciation by Agent
Revocation by Principal
Companies Law (Companies Ordinance 1984)
Characteristics
Legal Person
Distinct Personality from its Members
Entitled to hold Property
Perpetual Succession
Transferable Shares
Limited Liability
Punishable as Fines only
No Fundamental Rights as per Constitution
Classes
Chartered Companies
Statutory Companies
Government Companies
Registered Companies
Public Companies
Private Companies
Unlimited Companies
Guarantee Companies
Investment Companies
Foreign Companies
Distinction Between Private and Public
Companies
Private Company
Minimum Members – 2
Maximum Members – 50
Minimum Directors – 2
No Director’s Consent
No Issuance of Prospectus
Restrict Transferable Shares
No limit for Managerial Remuneration
Any Kind of Share
Disproportionate Voting Right
Public Company
Minimum Members – 7
Max. Members – No Limit
Minimum Directors – 3
Director's Consent Must
Prospectus Must
Free Transferable Shares
11 % as Managerial Remuneration
Preference or Equity Shares
Only one Share one Vote Rule
Privileges of Private Companies
Two Signatories for Memorandum
Commencement of Business before Subscription Paid
No need to offer existing Members for Further Sale of Shares
Commencement of Business just after Incorporation
Disproportionate voting Rights
Two Directors Only
Officer in Default
MD
Whole time Director
Manager
Secretary
Person In-Charge over BoD
Person Authorized by BoD
Specified Director or All Directors
Formation of Company
Memorandum of Association
Articles of Association
Statement of Nominal Capital
Statutory Declaration for the Completion of Formalities
List of Consented Directors
Written Consent of Directors
Undertaking to take and pay for Qualification Share by Directors
Commencement of Business
Minimum Subscription has been Allotted
Directors have paid for Qualification Shares
Statutory declaration have been Filed
Articles & Memorandum of Company
Memorandum
Charter of Information of Incorporation
Scope and Power of Company
WHO AND WHAT?
Articles
Duties & rights of Company
Mode and Form of Business
HOW?
Memorandum of Association
Name with Pvt. Ltd or Ltd
Registered Office
Weather Liability of Members limited
Proposed Amount of Capital & its Break-up in Shares
Declaration of Association
Objects
Main
Others if any
Alteration in Articles & Memorandum of Company
Resolution to Secretary by any Member
Agenda of Meeting
Voting
Role of Corporate Law Authority
Approved Resolution to CLA
Notification by CLA
Membership
Application and Allotment
Transfer of Shares
Transmission of Shares
Acquiescence of Estoppels
Termination of Membership
Transfer of Shares
Shares Fortified
Valid Surrender
Shares Sold by Co. to Enforce Lien
Person Dies
Redeemable Preference Shares Redeemed
Contract Rescinded
For Insolvent Official Assignee Disclaims
Share Warrants in exchange of Shares Issued
Liquidator Disclaims Shares
Types of Shares
Preference Shares
Equity Shares
Meetings
Statutory Meeting
Annual General Meeting
Extraordinary General Meeting
Procedure of Meeting
Notice of Meeting
Ordinary and Special meeting
Quorum
Chairman
Proxies
Voting and Pool
Meeting Called by CLA
Resolution
Ordinary Resolution
Special Resolution
Minutes of the Meeting
Winding Up
Winding up by Court
Company Petition
Default in delivering Statutory Report
Failure in Commencement of Business - 1 Year
Members Fall – 7
Unable to pay its Debts
Court Opinion
Liquidators
Powers
Duties
Voluntary Basis
Legal Person
Distinct Personality from its Members
Entitled to hold Property
Perpetual Succession
Transferable Shares
Limited Liability
Punishable as Fines only
No Fundamental Rights as per Constitution
Classes
Chartered Companies
Statutory Companies
Government Companies
Registered Companies
Public Companies
Private Companies
Unlimited Companies
Guarantee Companies
Investment Companies
Foreign Companies
Distinction Between Private and Public
Companies
Private Company
Minimum Members – 2
Maximum Members – 50
Minimum Directors – 2
No Director’s Consent
No Issuance of Prospectus
Restrict Transferable Shares
No limit for Managerial Remuneration
Any Kind of Share
Disproportionate Voting Right
Public Company
Minimum Members – 7
Max. Members – No Limit
Minimum Directors – 3
Director's Consent Must
Prospectus Must
Free Transferable Shares
11 % as Managerial Remuneration
Preference or Equity Shares
Only one Share one Vote Rule
Privileges of Private Companies
Two Signatories for Memorandum
Commencement of Business before Subscription Paid
No need to offer existing Members for Further Sale of Shares
Commencement of Business just after Incorporation
Disproportionate voting Rights
Two Directors Only
Officer in Default
MD
Whole time Director
Manager
Secretary
Person In-Charge over BoD
Person Authorized by BoD
Specified Director or All Directors
Formation of Company
Memorandum of Association
Articles of Association
Statement of Nominal Capital
Statutory Declaration for the Completion of Formalities
List of Consented Directors
Written Consent of Directors
Undertaking to take and pay for Qualification Share by Directors
Commencement of Business
Minimum Subscription has been Allotted
Directors have paid for Qualification Shares
Statutory declaration have been Filed
Articles & Memorandum of Company
Memorandum
Charter of Information of Incorporation
Scope and Power of Company
WHO AND WHAT?
Articles
Duties & rights of Company
Mode and Form of Business
HOW?
Memorandum of Association
Name with Pvt. Ltd or Ltd
Registered Office
Weather Liability of Members limited
Proposed Amount of Capital & its Break-up in Shares
Declaration of Association
Objects
Main
Others if any
Alteration in Articles & Memorandum of Company
Resolution to Secretary by any Member
Agenda of Meeting
Voting
Role of Corporate Law Authority
Approved Resolution to CLA
Notification by CLA
Membership
Application and Allotment
Transfer of Shares
Transmission of Shares
Acquiescence of Estoppels
Termination of Membership
Transfer of Shares
Shares Fortified
Valid Surrender
Shares Sold by Co. to Enforce Lien
Person Dies
Redeemable Preference Shares Redeemed
Contract Rescinded
For Insolvent Official Assignee Disclaims
Share Warrants in exchange of Shares Issued
Liquidator Disclaims Shares
Types of Shares
Preference Shares
Equity Shares
Meetings
Statutory Meeting
Annual General Meeting
Extraordinary General Meeting
Procedure of Meeting
Notice of Meeting
Ordinary and Special meeting
Quorum
Chairman
Proxies
Voting and Pool
Meeting Called by CLA
Resolution
Ordinary Resolution
Special Resolution
Minutes of the Meeting
Winding Up
Winding up by Court
Company Petition
Default in delivering Statutory Report
Failure in Commencement of Business - 1 Year
Members Fall – 7
Unable to pay its Debts
Court Opinion
Liquidators
Powers
Duties
Voluntary Basis
Arbitration (Arbitration Act 1940)
Appointment
Power of Parties
Power of Court
Proceedings
Award
Judgment on Award
Supersede
Alter
Modify
Rectify
Nullify
Advantages of Arbitration
Less Costly
Less Irritating
Less Publicity
More Simple Regards Procedure
Usually final with no Appeal
Who may refer for Arbitration
Karta or Manager
Authorized Agent
Attorney or Counsel
Trustee
Official Assignee or Receiver
Certified Guardian
Who can not refer for Arbitration
Minor or Lunatic
Insolvent
Partner without special Authority
Executer or Administrator for the Genuineness of Will
What may be referred for Arbitration
Private Rights - Subject matter of Civil Suits
Personal Rights - Subject matter of Civil Suits
Terms of Separation can be referred
Disputes regarding Compliment & Dignity
Weather Judgment has been obtained properly
Time Barred Claim
Both Question of Law & Question of Fact
Disputes between Insolvent and Creditors other then Insolvency Proceedings
What can not be referred for Arbitration
Suit for Divorce or Conjugal Rights
Dispute arising from Illegal Transaction
Insolvency Proceedings
Public Charities & Trusts
Lunacy Proceedings
Appointment of Guardian to a Minor
Validity of Will
Execution Proceedings
Matters of Criminal Nature
Duties of Arbitrator
Act Judicially
Observe 1st Principle of Justice
Fair to both parties
Not to act as an Advocate or Agent of any Party
Decide all matters referred
Discharge Function Personally
Not Exceed his Authority
Power of Parties
Power of Court
Proceedings
Award
Judgment on Award
Supersede
Alter
Modify
Rectify
Nullify
Advantages of Arbitration
Less Costly
Less Irritating
Less Publicity
More Simple Regards Procedure
Usually final with no Appeal
Who may refer for Arbitration
Karta or Manager
Authorized Agent
Attorney or Counsel
Trustee
Official Assignee or Receiver
Certified Guardian
Who can not refer for Arbitration
Minor or Lunatic
Insolvent
Partner without special Authority
Executer or Administrator for the Genuineness of Will
What may be referred for Arbitration
Private Rights - Subject matter of Civil Suits
Personal Rights - Subject matter of Civil Suits
Terms of Separation can be referred
Disputes regarding Compliment & Dignity
Weather Judgment has been obtained properly
Time Barred Claim
Both Question of Law & Question of Fact
Disputes between Insolvent and Creditors other then Insolvency Proceedings
What can not be referred for Arbitration
Suit for Divorce or Conjugal Rights
Dispute arising from Illegal Transaction
Insolvency Proceedings
Public Charities & Trusts
Lunacy Proceedings
Appointment of Guardian to a Minor
Validity of Will
Execution Proceedings
Matters of Criminal Nature
Duties of Arbitrator
Act Judicially
Observe 1st Principle of Justice
Fair to both parties
Not to act as an Advocate or Agent of any Party
Decide all matters referred
Discharge Function Personally
Not Exceed his Authority
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