Business Laws - 50 Marks

Module aim

To ensure that students gain sufficient knowledge of different aspects and provisions of commercial laws
which they may come across in the normal course of their professional work.

Overview of Companies Act, 1994

LO1: explain provisions of company law relating to the nature and functions of companies, formation of
companies and administrative consequences, provisions relating to share capital, directors and General
Meetings.

Sure! Here's a breakdown of LO1 based on the Companies Act, 1994 of Bangladesh:

1. Nature and Functions of Companies

 A company is a legal entity formed and registered under the Companies Act, 1994.
 It has separate legal personality, limited liability, perpetual succession, and the ability to own
property and enter into contracts.
 Companies can be private, public, or one-person companies (OPC), each with distinct features
regarding share transfer, member limits, and public offerings.

2. Formation of Companies and Administrative Consequences

 Formation involves:
o Choosing a company name.
o Preparing and filing the Memorandum and Articles of Association.
o Submitting documents to the Registrar of Joint Stock Companies and Firms (RJSC).
o Paying registration fees.
 Once registered, the company must:

 Maintain statutory registers (e.g., members, directors).

 File annual returns and financial statements.
 Hold required meetings (AGMs, board meetings).
 Comply with tax and regulatory obligations.

3. Share Capital Provisions

 Authorized capital: Maximum capital a company can issue, stated in the Memorandum.
 Paid-up capital: Actual amount received from shareholders.
 Companies must follow rules for:

 Issuance, allotment, and transfer of shares.

 Capital maintenance (e.g., restrictions on share buybacks, reduction of capital).
 Dividend distribution.

4. Directors

 Directors manage the company’s affairs and are appointed by shareholders.

 The Act outlines:

 Appointment and removal procedures.

 Duties and liabilities, including fiduciary responsibilities.
 Powers to bind the company in contracts, subject to board resolutions.
5. General Meetings

 Annual General Meetings (AGMs) are mandatory for all companies with share capital.
 Shareholders can:
o Approve financial statements.
o Appoint auditors and directors.
o Pass resolutions on key matters.
 Extraordinary General Meetings (EGMs) may be called for urgent decisions.

The Negotiable Instruments Act, 1881

LO2: recognize a negotiable instrument and to explain the legal position relating to such instrument and
address the relevant provisions of the law.

Absolutely! Let’s unpack LO2 by exploring what negotiable instruments are, their legal standing, and the
key provisions under the Negotiable Instruments Act, 1881 (as applicable in Bangladesh and many South
Asian jurisdictions):

1. What is a Negotiable Instrument?

A negotiable instrument is a written document guaranteeing the payment of a specific amount of money,
either on demand or at a set time, with the payer named on the document. The three main types are:

 Promissory Note – A written promise to pay.

 Bill of Exchange – An order to pay.
 Cheque – A bill of exchange drawn on a banker and payable on demand.

These instruments are transferable by endorsement or delivery, allowing the holder to claim the amount.

2. Legal Position

Under the Negotiable Instruments Act, 1881:

 Section 13 defines negotiable instruments.

 Section 4 defines a promissory note.
 Section 5 defines a bill of exchange.
 Section 6 defines a cheque.

The law recognizes the holder in due course (Section 9) as someone who acquires the instrument for value,
in good faith, and without notice of any defect. This person enjoys special protection and can enforce
payment even if prior parties had issues.

3. Key Legal Provisions

 Transferability: Instruments can be transferred freely, enhancing liquidity in commerce.

 Liability: Sections 30, 32, and 35 outline the liabilities of drawers, acceptors, and endorsers.
 Dishonor and Notice: If payment is refused, the instrument is said to be dishonored. The holder
must give notice to prior parties (Sections 91–98).
 Crossing of Cheques: Adds security by ensuring payment is made only through a bank.
 Stamp Duty: Instruments must be properly stamped to be enforceable.

The Partnership Act, 1932

LO3: recognize the existence of a partnership and demonstrate an understanding of the legal and commercial
aspects of partnership.
Certainly! Let’s break down LO3 using the Partnership Act, 1932 as applicable in Bangladesh:

1. Recognizing the Existence of a Partnership

Under Section 4 of the Act:

“Partnership is the relation between persons who have agreed to share the profits of a business carried on
by all or any of them acting for all.”

To determine whether a partnership exists, consider:

 Agreement: There must be a contract (express or implied) between the parties.

 Profit-sharing: Sharing of profits is a key indicator, though not conclusive on its own.
 Mutual agency: Each partner acts as both principal and agent for the others.

Section 6 emphasizes that the real relationship between parties, not just the label, determines whether a
partnership exists.

2. Legal Aspects of Partnership

 Formation: No formal registration is required, but registration offers legal benefits.

 Number of Partners: Max 10 for banking, 20 for other businesses (as per Companies Act, 1994).
 Duties of Partners:
o Act in good faith (Section 9).
o Indemnify the firm for losses caused by fraud (Section 10).
 Liability:

 Partners are jointly and severally liable for firm obligations (Section 25).
 Acts of one partner bind the firm (Section 18–19).

3. Commercial Aspects of Partnership

 Profit and Loss Sharing: Unless agreed otherwise, profits and losses are shared equally (Section
13).
 Capital Contribution: Partners may contribute money, property, or skill.
 Decision-Making: Ordinary matters decided by majority; changes in business require unanimous
consent (Section 12).
 Dissolution: Can occur by agreement, notice, insolvency, or court order (Sections 39–44).
 Registration: Optional but essential for enforcing rights in court (Section 69).

The Contract Act, 1872 and The Sale of Goods Act, 1930

LO4: demonstrate the knowledge on the main provisions of the Laws of Contract Act, 1872 and Sale of
Goods Act, 1930.

Certainly! Let’s explore LO4 by breaking down the key provisions of both the Contract Act, 1872 and the
Sale of Goods Act, 1930, which together form the backbone of commercial law in Bangladesh and many
other South Asian jurisdictions.

📝 The Contract Act, 1872

This Act governs the formation, execution, and enforcement of contracts. Its key components include:

1. Essentials of a Valid Contract (Sections 1–2)

  Offer and acceptance
 Lawful consideration and object
 Capacity of parties
 Free consent
 Intention to create legal obligations

2. Types of Contracts

 Void: Not enforceable by law.

 Voidable: Enforceable at the option of one party.
 Valid: Fully enforceable.
 Unenforceable: Cannot be enforced due to technical defects.

3. Performance and Discharge (Sections 37–67)

 Contracts can be discharged by performance, agreement, breach, or impossibility.

4. Breach and Remedies

 Compensation for loss or damage (Section 73)

 Penalty clauses and liquidated damages (Section 74)

The Sale of Goods Act, 1930

This Act specifically governs contracts for the sale of goods.

1. Contract of Sale (Section 4)

 A contract where the seller transfers or agrees to transfer goods to the buyer for a price.
 Includes both sale and agreement to sell.

2. Conditions and Warranties (Sections 12–17)

 Conditions: Essential terms; breach allows contract termination.

 Warranties: Collateral terms; breach allows for damages only.

3. Transfer of Ownership (Sections 18–25)

 Property in goods passes when intended by the parties.

 Risk generally follows ownership.

4. Performance of Contract (Sections 31–44)

 Duties of buyer and seller regarding delivery and payment.

 Rules for delivery, acceptance, and rejection.

5. Rights of Unpaid Seller (Sections 45–54)

 Right of lien
 Right of stoppage in transit
 Right of resale

6. Remedies for Breach (Sections 55–61)

 Suit for price

  Damages for non-delivery or non-acceptance
 Specific performance

The Companies Act 1994: LO1

Overview of Companies Act 1994

Students should be able to state and explain provisions of company law relating to company formation,
company directors, share capital, etc.

In the assessment, candidates may be required to:

 identify different forms of business organizations; explain the differences between partnerships and
companies including the advantages and disadvantages of incorporation, corporate personality and
limited liability; and describe the nature and functions of companies compared with other legal
persons.

Here’s a concise yet comprehensive overview of the Companies Act, 1994 (Bangladesh) tailored to your
learning objectives:

🏢 1. Forms of Business Organizations

 Sole Proprietorship: Owned by one person, unlimited liability.

 Partnership: Governed by the Partnership Act, 1932; shared ownership and liability.
 Company: Incorporated under the Companies Act, 1994; separate legal entity.

🧾 2. Company Formation (Incorporation)

 Governed by Sections 5–18 of the Act.

 Requires:
o Name clearance from RJSC.
o Memorandum & Articles of Association.
o Minimum 2 members for a private company, 7 for public.
o Submission of forms and fees to the Registrar of Joint Stock Companies (RJSC).
 Upon registration, the company becomes a separate legal person.

👥 3. Company Directors

 Minimum 2 directors for private, 3 for public companies.

 Appointed by shareholders; must meet eligibility criteria.
 Duties include:
o Acting in good faith.
o Avoiding conflicts of interest.
o Ensuring compliance with statutory obligations.
 Liable for fraud, mismanagement, or breach of duty.

💰 4. Share Capital

 Authorized Capital: Maximum capital stated in the Memorandum.

 Paid-up Capital: Actual amount received from shareholders.
 Shares can be:
o Ordinary or preference.
o Issued at par, premium, or discount (with restrictions).
 Shareholders enjoy limited liability.
🧠 5. Corporate Personality & Limited Liability

 A company is a legal person distinct from its members (as per Salomon v. Salomon principle).
 Members are not personally liable for company debts beyond their shareholding.

🔄 6. Partnerships vs. Companies

Feature Partnership Company

Legal Status Not a separate legal entity Separate legal entity
Liability Unlimited Limited
Formation Simple, no registration required Formal registration with RJSC
Management Partners manage directly Managed by directors
Continuity Dissolves on death/exit of partner Perpetual succession

🧩 7. Nature and Functions of Companies

 Nature: Artificial legal person, perpetual existence, limited liability.

 Functions:

 Mobilize capital.
 Facilitate large-scale business.
 Provide limited risk to investors.
 Promote economic development.

Formation of companies and administrative consequences

1. describe the procedures required to form a company by registration including any practical
considerations;
2. describe the legal and regulatory provisions relating to Capital, Shares, Issue of prospectus, including
provisions on application, allotment, transfer and transmission of shares;
3. explain the format, function and legal effect of a company’s Memorandum and Articles of
Association including requirements regarding filing of documents and returns, maintenance of
records and accounts;
4. explain the rules relating to capital maintenance and explain the rules on capital maintenance
including purchase of shares; reduction of capital; and the rules on the payment of dividends
according to the Companies Act 1994;
5. describe the ways in which a director may be appointed and removed; provisions regarding the
meetings of the directors
6. explain the powers of directors and in what circumstances they will bind the company in a contract
with third parties;
7. identify the situations when the shareholders will be able to challenge the directors’ power to manage
the company.

Here’s a structured overview addressing each of your points under the Companies Act, 1994 (Bangladesh):

1. Company Formation Procedures

To register a company:

 Name Clearance: Obtain from RJSC.

 Drafting Documents: Prepare the Memorandum and Articles of Association.
 Submission to RJSC:
 o Form I (Declaration)
o Form VI (Notice of situation of registered office)
o Form IX/X (Consent of directors)
o MOA & AOA
 Payment of Fees: Based on authorized capital.
 Certificate of Incorporation: Issued by RJSC, confirming legal existence.

Practical Considerations:

 Ensure unique name.

 Engage a professional (e.g., company secretary or lawyer).
 Comply with tax and VAT registration post-incorporation.

2. Capital, Shares & Prospectus

 Capital Structure:
o Authorized Capital: Max limit stated in MOA.
o Paid-up Capital: Actual capital received.
 Prospectus:
o Required for public companies inviting public subscription.
o Must disclose financials, risk factors, and director details.
 Application & Allotment:
o Governed by Sections 148–153.
o Allotment must be communicated and recorded.
 Transfer & Transmission:

 Transfer: Voluntary, via share transfer form.

 Transmission: Involuntary, due to death or insolvency.

3. Memorandum & Articles of Association

 Memorandum (MOA):
o Defines company’s scope and objectives.
o Includes name, registered office, object clause, liability, capital clause.
 Articles (AOA):

 Internal rules: director powers, meetings, dividend policy, etc.

Legal Effect:

 Binding contract between company and members.

Filing & Records:

 Must file statutory returns (e.g., annual returns, changes in directors).

 Maintain:

 Register of members
 Minutes of meetings
 Financial statements

4. Capital Maintenance & Dividends

 Capital Maintenance:
o No return of capital to shareholders except via legal procedures.
 o Purchase of Own Shares: Restricted unless allowed under specific conditions.
o Reduction of Capital: Requires court approval and special resolution.
 Dividends:

 Payable only from profits.

 Must be declared at AGM.
 Interim dividends allowed if authorized by AOA.

5. Appointment & Removal of Directors

 Appointment:
o By shareholders at AGM.
o First directors named in AOA or appointed by promoters.
 Removal:
o By ordinary resolution with notice.
o Director must be given opportunity to be heard.
 Meetings:

 Board meetings must be held regularly.

 Quorum and notice requirements must be met.

6. Powers of Directors

 Directors manage day-to-day affairs.

 Can bind the company in contracts if:

 Within their authority.

 Done in good faith.
 In accordance with MOA/AOA.

Ultra Vires Acts (beyond powers) may not bind the company unless ratified.

7. Shareholders Challenging Directors

Shareholders may challenge directors when:

 Directors act beyond their powers (ultra vires).

 Breach of fiduciary duties.
 Acts are oppressive or prejudicial to minority shareholders.
 Failure to call meetings or present financials.

Remedies include:

 Derivative actions.
 Application to court for relief.
 Removal of directors via resolution.

The Negotiable Instruments Act 1881: LO2

Law provisions regarding promissory notes, bill of exchange, cheques,

Students should be able to state and explain provisions of Promissory notes, bills of exchange and cheques,
etc. In the assessment, candidates may be required to:

a. define different types of Promissory notes, bills of exchange and cheques.

 b. describe negotiable instruments, payment and interest, discharge from liability on notes, bills and
cheques;
c. explain notice of dishonour, special provisions relating to cheques and bills of exchange; state the
provision of penalties in case of dishonour of certain cheques for insufficiency of funds in the
accounts

Certainly! Here's a structured explanation based on the Negotiable Instruments Act, 1881 (as applicable in
Bangladesh and similar jurisdictions):

a. Definitions of Promissory Notes, Bills of Exchange, and Cheques

 Promissory Note (Section 4): A written, unconditional promise by one party (the maker) to pay a
certain sum of money to another (the payee) or to the bearer.
 Bill of Exchange (Section 5): A written, unconditional order by one party (the drawer) directing
another (the drawee) to pay a certain sum to a third party (the payee) or bearer.
 Cheque (Section 6): A special type of bill of exchange drawn on a banker and payable on demand. It
includes electronic cheques and truncated cheques.

b. Negotiable Instruments: Payment, Interest, and Discharge

 Negotiable Instrument (Section 13): A document guaranteeing payment of a specific amount of

money, transferable by delivery or endorsement.
 Payment and Interest:
o Instruments may carry interest if specified.
o Payment must be made in due course (Section 10), meaning in good faith and without
negligence.
 Discharge from Liability:

 Occurs by payment in due course, cancellation, or material alteration without consent.

 Discharge can also happen by the holder renouncing rights or by the instrument becoming time-
barred.

c. Notice of Dishonour, Special Provisions, and Penalties

 Notice of Dishonour (Sections 91–98):

o Required when a note or bill is dishonoured by non-acceptance or non-payment.
o Must be given to all parties liable unless excused.
 Special Provisions:
o Cheques: Can be crossed for added security (general or special crossing).
o Bills of Exchange: May require acceptance before payment; can be endorsed multiple times.
 Penalties for Dishonour of Cheques (Section 138):

 If a cheque is dishonoured due to insufficient funds:

 The drawer may face imprisonment (up to 1 year) or fine (up to twice the cheque amount), or both.
 The payee must issue a written demand within 30 days of dishonour.
 If payment is not made within 30 days of notice, legal action can be initiated.

The Partnership Act, 1932: LO3

Formation, recognition, operation, reconstitution, and dissolution under the partnership act. Students should
be able to state and explain provisions of Partnership Act, 1932. In the assessment, candidates may be
required to.
 a. describe how a partnership may be created; recognize when a partnership exists between parties;
define, apply and comment on:
 Partnership and co-ownership
 Partnership and a company
 Partnership and Hindu family business
 Classes of partners and partnership
 Partnership property
 Registration of firm
 Relations of partners to one another and relations of partners to third party
 Rights and responsibilities of the partners
 Authority of partners
 Minor as partner
 Reconstitution of firm and dissolution of firm;
a. identify the legal position in a given straightforward scenario concerning a partnership,
b. applying the principles set out in learning outcomes from the above

Absolutely! Here's a comprehensive breakdown of the Partnership Act, 1932 tailored to your assessment
objectives:

🔹 1. Formation and Recognition of Partnership

 Section 4 defines partnership as a relationship between persons who agree to share profits of a
business carried on by all or any acting for all.
 Essentials:
o Agreement (express or implied)
o Profit-sharing
o Mutual agency (key test of partnership)
 Section 6: Real relationship matters more than labels—courts look at conduct, not just written
agreements.

🔹 2. Distinctions and Definitions

 Partnership vs. Co-ownership:

o Co-owners don’t necessarily share profits or act as agents for each other.
o Partnership involves mutual agency and business intent.
 Partnership vs. Company:
o Partnership: No separate legal entity; unlimited liability.
o Company: Separate legal person; limited liability; governed by Companies Act.
 Partnership vs. Hindu Undivided Family (HUF):

 HUF arises by status, not contract.

 Partnership is contractual and voluntary.

🔹 3. Classes of Partners

 Active Partner: Participates in management.

 Sleeping Partner: Invests but doesn’t manage.
 Nominal Partner: Lends name but no real interest.
 Partner by Estoppel/Holding Out: Appears as partner and is liable to third parties.
 Minor Partner: Can be admitted to benefits of partnership (Section 30), but not liable for losses.

🔹 4. Partnership Property (Section 14)

  Includes all assets brought in or acquired for the firm.
 Goodwill is also considered partnership property.

🔹 5. Registration of Firm (Sections 58–69)

 Not mandatory but highly recommended.

 Unregistered firms cannot sue third parties.
 Requires submission of Form I to RJSC with firm name, partners’ details, and principal place of
business.

🔹 6. Relations Among Partners (Sections 9–17)

 Duties: Good faith, full disclosure, indemnify for fraud.

 Rights: Share profits, inspect books, participate in business.
 Decision-making: Majority rules for ordinary matters; unanimity for fundamental changes.

🔹 7. Relations with Third Parties (Sections 18–27)

 Agency Principle: Every partner is an agent of the firm.

 Implied Authority: Acts done in usual course of business bind the firm.
 Liability: Joint and several liability for firm’s obligations.

🔹 8. Reconstitution of Firm

Occurs when:

 A partner retires, dies, or is admitted.

 The firm continues with a changed constitution (Section 17).

🔹 9. Dissolution of Firm (Sections 39–47)

 By Agreement (Section 40)

 Compulsory (e.g., all partners insolvent – Section 41)
 On Contingencies (e.g., expiry of term – Section 42)
 By Notice (for partnership at will – Section 43)
 By Court (e.g., misconduct, incapacity – Section 44)

Post-dissolution:

 Settle debts (Section 48)

 Issue public notice (Section 45)
 Distribute surplus/losses as per agreement

🔹 10. Applying Principles to Scenarios

To determine legal position:

 Check for existence of agreement and mutual agency.

 Assess whether actions fall within implied authority.
 Identify if reconstitution or dissolution has occurred.
 Consider whether the firm is registered for enforceability.

The Contract Act, 1872 and The Sale of Goods Act, 1930 : LO4

Part A : The Contract Act, 1872 :

Candidates should be able to demonstrate a detailed understanding of contract law, knowing how to
recognize formation, discharge and remedies for breach of contact. They should also be able to define
agency and apply basic laws of agency to case scenarios given.

ln the assessment, candidates may be required to :

 define, apply and advise on formation

 agreement
 consideration
 intention to create legal relations
 enforcement of contracts.
 Terms privity
performance of contracts
termination of contracts
breach of contract
discharge of contract,
exemption clauses
remedies for breach of contract
differentiates between factors affecting the validity of contracts
void
voidable
illegal
define agency
outline the nature of agency and describe the methods by which agency can be created
(by consent, by deed, by ratification, by necessity, by estoppel, by partnership under
the Partnership Act 1932)
describe and apply the duties and rights of agents
define, apply and advise on the authority an agent has to enter into contracts on
behalf of a principal, including express, implied and apparent authority; and that
given to partners under the Partnership Act'1932
identify the legal position in a given straightforward scenario concerning agency,
applying the principles set out in learning outcomes a to f above

That’s a comprehensive and well-structured outline—perfect for mastering the essentials of contract law
and agency. Here’s a breakdown to help you study or prepare for assessment:

📜 Contract Law Overview

1. Formation of Contracts

 Agreement: Offer + Acceptance.

 Consideration: Something of value exchanged.
 Intention to Create Legal Relations: Especially presumed in commercial agreements.
 Enforceability: Must meet legal requirements (capacity, legality, consent).

2. Terms and Privity

 Terms: Express and implied; conditions, warranties, and innominate terms.

 Privity of Contract: Only parties to a contract can sue or be sued on it.

3. Performance and Termination

 Performance: Fulfillment of contractual obligations.

  Termination: By agreement, breach, frustration, or operation of law.

4. Breach and Discharge

 Breach: Failure to perform as agreed.

 Discharge: Ends obligations—by performance, agreement, frustration, or breach.

5. Exemption Clauses

 Clauses that limit or exclude liability—must be incorporated and reasonable.

6. Remedies for Breach

 Damages: Compensatory, nominal, or punitive.

 Specific Performance: Court orders actual performance.
 Injunction: Stops a party from doing something.
 Rescission: Cancels the contract.

7. Validity of Contracts

 Void: No legal effect (e.g., illegal purpose).

 Voidable: Valid until rescinded (e.g., misrepresentation).
 Illegal: Contravenes law—unenforceable.

Law of Agency

1. Definition and Nature

 Agency is a relationship where one party (agent) acts on behalf of another (principal).

2. Creation of Agency

 By Consent: Express or implied agreement.

 By Deed: Formal written instrument.
 By Ratification: Principal approves agent’s prior unauthorized act.
 By Necessity: Emergency situations.
 By Estoppel: Principal’s conduct leads third parties to believe agency exists.
 By Partnership: Under the Partnership Act 1932.

3. Duties and Rights

 Agent’s Duties: Loyalty, care, obedience, accounting.

 Principal’s Duties: Remuneration, indemnity.

4. Authority of Agents

 Express: Clearly stated.

 Implied: Arises from position or conduct.
 Apparent (Ostensible): Third party reasonably believes agent has authority.

5. Legal Position in Scenarios

 Apply principles to determine if an agent’s actions bind the principal, and whether the agency
relationship is valid.
Part B : The Sale of Goods Act, 1930:

Candidates should be able to demonstrate a detailed understanding of the sale of goods law, knowing about
formation, effects, performance, rights of unpaid seller, remedies for breach of the contract and other
provisions.

ln the assessment, candidates may be required to :

 Formation of the contract

 Effects of the contract
 Performance of the contract
 Rights of unpaid seller against the goods
 Suits for breach of the contract
 Miscellaneous

Absolutely! Here's a structured breakdown of the Sale of Goods Law to help you prepare for your
assessment:

🛒 1. Formation of the Contract

 Contract of Sale: Agreement where the seller transfers or agrees to transfer goods to the buyer for a
price.
 Essential Elements:

 Two parties (buyer and seller)

 Goods (movable property)
 Price (monetary consideration)
 Offer and acceptance
 Legal capacity and consent

📜 2. Effects of the Contract

 Transfer of Property: Ownership passes from seller to buyer as per contract terms.
 Risk: Generally passes with ownership unless otherwise agreed.
 Title: Buyer gets good title unless seller had none (with exceptions like sale by mercantile agent).

🚚 3. Performance of the Contract

 Seller’s Duties:
o Deliver goods as agreed
o Ensure goods conform to contract
 Buyer’s Duties:
o Accept delivery
o Pay the agreed price
 Delivery Rules:

 Time, place, and manner as per contract

 Concurrent conditions: delivery and payment occur together
 Partial delivery rules and installment deliveries

💰 4. Rights of Unpaid Seller

 Against the Goods:

o Lien: Retain goods until payment
 o Stoppage in Transit: Stop goods in transit if buyer becomes insolvent
o Resale: Resell goods under certain conditions
 Against the Buyer:

 Sue for price

 Sue for damages for non-acceptance

⚖️5. Suits for Breach of Contract

 By Seller:
o For price (if property has passed)
o For damages (if buyer wrongfully refuses)
 By Buyer:

 For non-delivery
 For specific performance
 For breach of warranty

📌 6. Miscellaneous Provisions

 Conditions vs. Warranties: Major vs. minor terms

 Implied Terms: Title, description, quality, fitness
 Auction Sales: Governed by specific rules
 Exclusion Clauses: Must be reasonable and incorporated