Company Law

Order Description
Faculty of Business and Law

Assignment Brief
Module Title: Company Law Assignment Number One
Module Code: 384CLS Assignment Title Coursework
Assignment Weighting 25%

Release Date: January 2017 Module Leader Keith Gompertz
Submission Date/Time: Friday 3rd March, 2017@ 23:55:00
Time and Place: Submission through Turnitin ONLY
Assessment Information

This assignment is designed to assess learning outcomes:
This coursework is intended to achieve the learning outcomes set out in the module descriptor for 384CLS which can be accessed through the Moodle site for this module via the CU online portal.
This assignment is an individual assignment.

“ Until the company has been incorporated it cannot contract or do any other act. Nor once incorporated, can it become liable on or entitled under contacts purporting to be made on its behalf prior
to incorporation.”

Gower & Davies, Principles of Modern Company Law 9th ed. (2012), Thomson Sweet and Maxwell, at p 121.
Critically evaluate this statement in the light of decided case law.
Criteria for Assessment

This assessment is intended to test your ability to:
a) Critically identify and analyse the legal and theoretical issues raised by the quotation and the question posed.
b) Carry out the necessary research so as to fully inform your answer.
c) Critically demonstrate in your writing that you understand and have applied your research.
d) Make appropriate use of case law and academic journal articles.
e) Critically explain your reasoning in a clear and cogent fashion.
Word Count
The word count is 1,250 words

There will be a penalty of a deduction of 10% of the mark for work exceeding the word limit by 10% or more.
The word limit includes quotations, but excludes the bibliography, references and citations.

How to submit your assessment

The assessment must be submitted by 23.55:00 on 03/03/2017. No paper copies are required. You can access the submission link through the module web.

• Your coursework will be given a zero mark if you do not submit a copy through Turnitin. Please take care to ensure that you have fully submitted your work.
• All work submitted after the submission deadline without a valid and approved reason (see below) will be given a mark of zero.
• Extensions of up to two calendar weeks can only be given for genuine “force majeure” and medical reasons, not for bad planning of your time. Please note that theft, loss, or failure to keep
a back-up file, are not valid reasons. The extension must be applied for on or before the submission date. You can apply for an extension by submitting an Examination/ Coursework Deferral/Extension
Application Form. Application Forms along with the supporting evidence should go to the relevant Student Support Office. For a longer delay in submission a student may apply for a deferral.
• Students MUST keep a copy and/or an electronic file of their assignment.
• Checks will be made on your work using anti-plagiarism software and approved plagiarism checking websites.



As part of your study you will be involved in carrying out research and using this when writing up your coursework. It is important that you correctly acknowledge someone else’s writing, thoughts
or ideas and that you do not attempt to pass this off as your own work. Doing so is known as plagiarism. It is not acceptable to copy from another source without acknowledging that it is someone
else’s writing or thinking. This includes using paraphrasing as well as direct quotations. You are expected to correctly cite and reference the works of others. The Centre for Academic Writing
provides documents to help you get this right. If you are unsure, please visit You can also check your understanding of academic conduct by completing the Good Academic
Practice quiz available on Moodle.

Moodle includes a plagiarism detection system and assessors are experienced enough to recognise plagiarism when it occurs. Copying another student’s work, using previous work of your own or copying
large sections from a book or the internet are examples of plagiarism and carry serious consequences. Please familiarise yourself with Oxford Standard for Citation of Legal Authorities (OSCOLA) and
use it correctly to avoid a case of plagiarism or cheating being brought. Again, if you are unsure, please contact your Academic Personal Tutor or a member of the module team. The full version of
OSCOLA is available at:

Return of Marked Work

You can expect to have marked work returned to you within 15 working days for level 1 and 2, and 10 working days for level 3 and M level. If for any reason there is a delay you will be kept
informed. Marks and feedback will be provided online. As always, marks will have been internally moderated only, and will therefore be provisional; your mark will be formally agreed later in the
year once the external examiner has completed his / her review.

Coventry Law School – Coursework Style and Guidance on Plagiarism and Cheating 2015

Coursework Style
• One of the essential keys to success in law assessments, and a good degree classification, is an effective, professional and polished writing style; employ the skills you have been taught
with respect to grammar, style, referencing and use of legal authority. You cannot expect to achieve 2:1s and firsts if you do not write and reference appropriately and you will be rewarded for
employing those skills
• Overleaf you will find the Law School’s coursework house style – please ensure you adopt this style in your course works and dissertations as you will be penalised if you do not do so: keep
the guide by your side when you are writing and completing your assessments
• A more detailed account of the full Oxford referencing system is provided by OSCOLA (Oxford Standard for Citation of Legal authorities) and the website is: Please note the Coventry style is not exactly the same as the OSCOLA system but is based on it and reflects what you were, or will be taught
in 183CLS Law Study/M45CLS Research Skills – please use the Coventry style
• More general information on referencing, style, structure, grammar and the avoidance of plagiarism is/was taught on 183CLS – Law Study – and you are advised to retain your module notes and
your copy of Steve Foster How to Write Better Law Essays (4th ed Longman 2016).

Plagiarism and Exam Cheating

• A number of students were spoken to last year about referencing and plagiarism, and exam cheating; many were penalised and had to do the assessment, or whole module, again (with a capped
mark of 40) – it is imperative that those students in particular, and all other law students, follow the basic rules about plagiarism and referencing
• For course works always include a bibliography, which should include all the sources you have read in preparation of the work (whether you use the material or not). It is not enough to cite
the work in your bibliography if you use that source in your work – you must do both (see below)
• If you are quoting directly and verbatim from a source then put the words in inverted commas (‘‘….’’) and provide the citation and reference in the footnote. If you are paraphrasing the
work of an author you must still credit that source and the page it comes from – you are still using that person’s ideas and must credit them
• If you do not cite and credit secondary sources in your work then you are either guilty of plagiarism or you have not read any sources – in either case you risk failure
• REMEMBER – if you cite, reference and credit sources properly you are gaining extra marks because you are showing off your research and your referencing skills
• In examinations and TCAs ensure that you do not bring into the exam any materials that are not permitted (notes, books, mobile phones etc); that you do not have any writing on your person
and that your statute books (if allowed) are entirely clean – last year a number of students were penalised for breach of this rule and the penalty can be 0 for the whole module.
• You may contact Steve Foster on to ask general questions about referencing and academic style. You may also ask questions of your personal tutors and lecturers; but
ask before you submit your work, not once you have made the mistake in the assessment.
Coventry University Law School Coursework House Style

You must follow the style below as part of the assessment criteria. You will lose marks if you do not follow these guidelines when preparing your coursework.

Primary and secondary sources
• Distinguish clearly between primary sources (the original source of the law, e.g., a case) and secondary sources (a commentary or explanation of the law, e.g., a book).
• To avoid charges of plagiarism and failure to cite sources, clearly cite and credit these sources.
• Lecture notes and handouts are not sources – never cite them in your essay/bibliography
• Adopt the Oxford method of referencing: Paul Richards, Law of Contract (5th ed. Longman 2007) – author’s name, initial, title, edition, publisher, year
• Refer to a specific page thus: Paul Richards, Law of Contract (5th ed. Longman 2007), at page 259.
• Do not use textbooks, or articles, as primary sources: Carlill v Carbolic Smoke Ball Co, page 33 of Richards, Law of Contract is wrong!!
• Do not use and cite inappropriate and sub-degree texts, such as Nutshells.
• Adopt the Oxford method: Richard Nobles, and David Schiff, ‘The Right to Appeal and Workable Systems of Justice’ (2002) 65 (5) MLR 676 – author, title of article, year of publication,
volume number, issue number, page at which the article starts.
• Refer to specific pages of the article as with Books above.
• Learn to use the relevant abbreviation for the journal: eg, MLR, LQR, OJLS
• Do not use the cataloguing system provided by search engines: Modern Law Review Vol 75, Issue No 3 (Summer) 666-690.
• Do not use and cite inappropriate websites – never cite wikipedia!!
• The website should not be cited as a substitute for the proper reference: cite the law report, article etc and then refer to the website in your bibliography, with the specific page of that
website, together with the date you last accessed the site.
• You may cite a website as a source if that information is only available on that site.
• Case names should be highlighted, preferably in italics: Carlill v Carbolic Smoke Ball Co.
• The reference for the relevant law report should be given, preferably in a footnote: [1893] 1 QB 256.
• Extracts from judgments should refer to the page or paragraph number: [1893] 1 QB 256, Bowen LJ, at 265E.
• A newspaper report is acceptable if no law report reference is available: Potter v Scottish Ministers, The Times, 4 April 2007.
Statutory sources
• The short title of the Act of Parliament should be given: ‘The Human Rights Act 1998 (hereafter the Act or the 1998 Act) was passed …’
• Specific sections should be cited: s.10 Human Rights Act 1998; s.1 for section; ss.1 and 2 for sections; s.1(2) for section and sub-section.
• If you cite an article from a treaty you can cite it as Art. 1, Article 1 or article 1.
• Provide the proper citation for secondary legislation: Prison Rules 1999 (SI 1999/728).
Latin words and phrases
• Put Latin words and phrases in italics – inter alia, volenti non fit injuria
• You may use Latin words when referring to previous references (op cit, ibid, supra etc) or you can simply say, see note 4, above or see note 10, below.
• Learn to use footnotes for references: ‘… in the case of Carlill v Carbolic Smoke Ball Co’.
• The superscript number should appear at the end of the particular piece of information or quotation, above, not at the start: ie, not Carlill…

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