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1、2015年6月ACCA考试公司法与商法真题(总分：100.00，做题时间：180分钟)一、Section B ALL FIVE questions are compulsory and MUST be attempted. (总题数：5，分数：30.00)1.Mr Dong, the majority shareholder of Lide Company, provided his residential house as a mortgage for a loanagreement between Lide Company and the Bank. Both parties approp
2、riately registered the loan agreement and themortgage agreement with the relevant government agent. Before the loan agreement matured, Mr Dong intended to sell the mortgaged house to Ms Lee and disclosed to Ms Lee the fact that the house had been mortgaged. Mr Dong also notified the Bank with respec
3、t to the transactionbetween Ms Lee and himself. Mr Dong and Ms Lee entered into a sales contract of real estate to proceed with thetransaction. However, their application for registration was denied by the relevant government authority, because theBank did not give consent in writing to this transac
4、tion. Required: In accordance with the relevant provisions of the Property Law:（分数：6.00）(1).(a)State whether the real estate contract was a valid one if the Bank disagrees with the transaction betweenMr Dong and Ms Lee.(2 marks)（分数：2.00）_正确答案：(The real estate contract was a valid one even if the Ban
5、k disagrees with the transaction between Mr Dong and Ms Lee.According to the Property Law, if a contract to create, modify, assign and terminate rights in immovables, it shall take effectupon conclusion of the contract; the fact that no registration has been made shall not affect the validity of suc
6、h contract.)(2).(b) Explain whether the government authority should register the contract if Ms Lee promises to repay theoutstanding amount of the loan, even though the Bank did not give consent to this transaction.(2 marks)（分数：2.00）_正确答案：(The relevant government authority could lawfully refuse to r
7、egister the real estate contract, even though Ms Lee promised torepay the outstanding amount of the loan. According to the Property Law, if a mortgagor transfers the mortgaged propertyduring the mortgage term, it shall receive the consent of the mortgagee or the transferee pays off the debts. Since
8、the Bankrefused to give consent and Ms Lee merely promised to pay off the debts, the conditions to transfer a mortgaged propertywere not satisfied.)(3).(c)State whether the government authority should register the contract if Ms Lee repaid the outstanding amountof the loan, even though the Bank refu
9、sed to give consent to this transaction.(2 marks)（分数：2.00）_正确答案：(Since Ms Lee repaid the outstanding amount of the loan and extinguished the mortgage, the government authority shouldregister the contract, as the conditions to transfer the mortgaged property have been satisfied.)2.Food Shop sent a fa
10、x to Sanyi Farm to inquire about the price of tomatoes as follows: 100,000 kg of tomatoes isurgently needed. Reply as soon as possible. Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took delivery of thegoods without any objection. On selling the goods Fo
11、od Shop found that the quality of tomatoes did not meet thestandard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contractbetween the two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factorsto be an effe
12、ctive offer. Required: In accordance with the Contract Law:（分数：6.00）(1).(a)Explain the legal nature of the fax sent by Food Shop.(2 marks)（分数：2.00）_正确答案：(The legal nature of the fax sent by Food Shop was an invitation to offer, not an effective offer, since this fax contained onlythe name and quanti
13、ty of the goods, lacking the essential and necessary factor for an effective offer, i.e. the price of the goods.Hence, it was only an invitation to offer.)(2).(b) Describe the legal nature of the act to take delivery of the goods by Food Shop.(2 marks)（分数：2.00）_正确答案：(The legal nature of taking deliv
14、ery of the goods by Food Shop was an acceptance. Since the delivery of the goods by SanyiFarm indicated its expression to enter into a contract with Food Shop in the way of action, it constituted an offer. Accordingto the Contract Law, an offeree may take various ways to accept the offer, such as written form, oral form or action. In thiscase Food Shop took delivery of the goods; it was an acceptance in the form of action.)(3).(c)Explain whether there was a contract between the two parties.(2 marks)（分数：2.00）_
