Business Law Lecture Notes

Comprehensive vocabulary flashcards covering the Introduction to Law, Contract Law, Sale of Goods, Agency, Insurance, Negotiable Instruments, Company Law, Partnership Law, and Public Procurement based on the Tanzanian legal context.

Law

A set of rules enacted by the parliament, the breach of which may lead to punishment or compensation, or rules and principles regulating human behaviour in a community.

Permissive Law

A law that permits or allows persons to do a certain act.

Prohibitive Law

A law that prohibits persons from doing a certain act, such as theft or killing.

Directive Law

A law that directs, orders, or commands the subject to do the act provided by law, such as the duty to pay tax.

Public Law

Law that regulates the relationship between the state and individuals, such as constitutional law.

Private Law

Law that regulates the relationship between individuals themselves, such as the law of contract or family law.

Civil Law

Law that deals with the relationship between citizens.

Criminal Law

Law that deals with the relationship between the state and citizens.

Substantive Law

Law that creates and controls the rights and duties of parties.

Procedural Law

Law that provides for procedures on enforcing the rights and duties under substantive law.

Municipal Law

Law that emanates from and has effect on members of a specific state; laws that apply within a specific country.

International Law

Law between countries that regulates the relationship between different independent countries, usually in the form of treaties or international customs.

Received Law

The law imposed by British colonizers in Tanganyika on $22nd$ July $1920$, including common law, doctrine of equity, and statutes of general application.

Case Law (Precedent)

The law developed through decisions made by courts or pronounced by judges while making decisions in cases.

Jurisdiction

The power of the court to determine a certain case or suit.

Original Jurisdiction

The power of the court to entertain a case at the first instance.

Appellate Jurisdiction

The power of the court to entertain appeals arising from lower court decisions.

Concurrent Jurisdiction

A situation where more than one court has jurisdiction over a particular matter.

Extended Jurisdiction

Power given to a resident magistrate to hear matters that would otherwise fall in the original jurisdiction of the High Court.

Territorial Jurisdiction

The power of the court to entertain a case within its geographical limit.

Contract

An agreement between two or more parties intended to have legal consequences and which is enforceable by law.

Social Agreement

Agreements which do not create legal obligation between the parties.

Offer (Proposal)

An indication of willingness to do or to refrain from doing something with a view of obtaining assent from another person.

Invitation to Treat

An invitation for someone to come forward and make an offer, such as a display of goods in a shop window or advertisements for tenders.

Counter Offer

The rejection of an original offer by introducing a new offer.

Cross Offer

Two similar offers made by two parties to each other in ignorance of each other’s offer.

Acceptance

An unconditional assent to the terms of a proposal.

Age of Majority

In Tanzania, the age of $18$ years, marking the capacity to enter into a valid contract.

Consideration

'Something in return' or the price upon which a promise is bought, technically described as quid pro quo.

Free Consent

Consent that is not caused by coercion, undue influence, misrepresentation, fraud, or mistake.

Coercion

The use of force or threatening a person to induce them to enter into a contract.

Undue Influence

The use of authority or position to dominate the will of a weaker party to obtain an unfair advantage.

Fraud

A false representation of fact made deliberately or willfully with the intention to deceive another party.

Misrepresentation

Occurs when a party knowingly makes an untrue statement of fact without the intention to deceive, inducing the other party to enter a contract.

Mistake

An erroneous belief at the time of contracting that certain facts exist when they do not.

Condition (Contract Term)

A fundamental term that goes to the heart of a contract; breach entitles the innocent party to repudiate the contract and claim damages.

Warranty (Contract Term)

A minor term of a contract; breach entitles the innocent party only to a claim for damages.

Void Contract

A contract which is not enforceable in a court of law.

Voidable Contract

An agreement enforceable by law at the option of one or more parties but not at the option of the other(s).

Quasi Contract

A contract imposed by law where there is no intention on either side to make a contract, such as supplying necessaries to a minor.

Contingent Contract

A contract to do or not to do something if some collateral event does or does not happen, making performance uncertain.

Privity of Contract

The relation existing between parties to a contract which is necessary to enable one person to sue another based on it.

Novation

The replacement of an original agreement with a new agreement.

Contract Frustration

A mode of discharge where a change in circumstances, not the fault of either party, renders the contract impossible to perform.

Damages

Monetary compensation adjudged to be paid to an injured party for loss or injury suffered due to a breach of contract.

Quantum Meruit

A remedy meaning 'as much as earned or deserved,' representing payment in proportion to the work done.

Sale of Goods Contract

A contract where the seller transfers or agrees to transfer ownership of goods to the buyer for money consideration.

Agreement to Sell

A contract where the transfer of ownership of goods takes place at a future time or subject to conditions to be fulfilled later.

Caveat Emptor

A legal doctrine meaning 'let the buyer beware,' signifying the buyer's duty to examine goods for suitability.

Nemo Dat quod Non Habet

A Latin maxim meaning 'no one can give what he does not have,' establishing that only the owner can transfer good title.

Lien (Unpaid Seller)

The right of an unpaid seller to retain possession of goods until the price is paid.

Stoppage in Transit

The right of an unpaid seller to prevent goods from being delivered to an insolvent buyer while they are in the course of transit.

Agent

A person employed to do any act for another or to represent another in dealings with third persons.

Principal

A person for whom an act is done or who is represented by an agent.

Agency of Necessity

Occurs when a person entrusted with another's property must act to preserve it, such as when the property is in danger and the owner cannot be reached.

Agency by Ratification

The act of adopting or confirming a contract originally done by an agent without authority.

Del Credere Agent

An agent who guarantees to the principal that third parties will perform their contractual obligations.

Insurance

A contract where the insurer agrees to make good a financial loss suffered by the insured due to a peril in exchange for a premium.

Premium

The consideration paid by the insured to the insurance company annually for protection.

Cover Note

A temporary insurance contract provided before a permanent insurance policy is issued.

Reinsurance

The process where an insurance company transfers a portion of its risks to another company (reinsurer).

Double Insurance

When the same subject matter is insured with two or more insurance companies.

Insurable Interest

A legally recognized relationship to the subject matter of insurance that grants the right to effect insurance on it.

Utmost Good Faith

An insurance principle requiring each party to reveal all material facts to the other whether asked for or not.

Subrogation

The principle where an insurer, after compensating the insured, stands in the insured's place to claim compensation from the party that caused the loss.

Proximate Cause (Proxima Causa)

The principle that the insurer is only liable for losses caused by the nearest or most direct peril insured against.

Negotiable Instrument

A written document transferable by mere delivery or by endorsement that creates a right to payment for some person.

Drawer

The person who prepares a negotiable instrument or instructs a payment.

Drawee

The person or bank instructed to pay by the drawer of a negotiable instrument.

Payee

The person in whose favor a negotiable instrument is drawn/receives the payment.

Endorsement

The process of signing on the back of a negotiable instrument to transfer rights to another person.

Bill of Exchange

An unconditional order in writing requiring the person to whom it is addressed to pay a sum certain in money on demand or at a future time.

Promissory Note

An unconditional promise in writing made by a person engaging to pay a sum certain in money to a specified person or bearer.

Cheque

A bill of exchange drawn on a banker and payable on demand.

Company

An artificial person created by law with a separate legal personality distinct from its members.

Private Company

A company that restricts the right to transfer shares, limits members to $50$, and prohibits public subscription for shares.

Public Company

A company that requires a minimum of $7$ members, can offer shares to the general public, and allows free transferability of shares.

Memorandum of Association (MoA)

A constitutional document or charter that contains the rules regarding a company’s constitution, objects, and powers.

Articles of Association (AoA)

By-laws and rules that govern the internal management and conduct of a company's business.

Winding Up

A proceeding by which the dissolution of a company is brought about and its assets are collected and realized.

Partnership

The relationship which subsists between persons carrying on business in common with a view of profit.

Dormant Partner (Sleeping Partner)

A partner who does not take an active part in the partnership business.

Procurement Policy

The rules and regulations governing the process of acquiring goods and services needed by an organization.

Accounting Officer

The person with overall responsibility for the execution of the procurement process in a procuring entity.

Tender Board

An organ that deliberates on recommendations from the PMU and approves the award of public contracts.