Sale of Goods (Sale of Goods Act 1930)

Contract of Sale of Goods

Where Seller
Agrees to Transfer
Contract may be

Difference between Sale and Agreement to Sell


Possession Passes
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
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

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


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.


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

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.”
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
Commission Agents
Del Credere Agents

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)


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


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

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

Whole time Director
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

Charter of Information of Incorporation
Scope and Power of Company


Duties & rights of Company
Mode and Form of Business

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
Others if any

Alteration in Articles & Memorandum of Company

Resolution to Secretary by any Member
Agenda of Meeting
Role of Corporate Law Authority
Approved Resolution to CLA
Notification by CLA


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


Statutory Meeting
Annual General Meeting
Extraordinary General Meeting

Procedure of Meeting

Notice of Meeting
Ordinary and Special meeting
Voting and Pool
Meeting Called by CLA
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


Voluntary Basis

Arbitration (Arbitration Act 1940)

Power of Parties
Power of Court
Judgment on Award

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
Official Assignee or Receiver
Certified Guardian

Who can not refer for Arbitration

Minor or Lunatic
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