POSTGRADUATE PRACTICAL LAW COURSE 2002 COMMERCIAL PRACTICE PAPER MONDAY, 2 DECEMBER 2002 10.00 AM - 1.00 PM GENERAL INSTRUCTIONS TO CANDIDATES A. The Board of Legal Education Postgraduate Practical Law Course Examination Rules 2002 shall apply. B. On your answer booklet, -write your PLC number only (not your name); and - for "Paper", write "Commercial Practice". C, Answer FIVE (5) questions in total. Question 1 carries 24 marks and the rest carry 19 marks each. QUESTION 1 (ONE) IS COMPULSORY. D. This question paper consists of 7 pages (inclusive of this page). E. This is a 3-hour examination with an additional reading time of 10 minutes. ORR OR Ok ok oe-2 QUESTION 1 (ONE) IS COMPULSORY 1 Re-draft the following passages in Plain English. Ks 2 Any notice or other document to be served hereunder by Party Bio 7 Party A shall be served to the following address: 5 High Court Road, Singapore 463844, fax mamber: (65) 6123 4567, e-mail address: \a Jegaloagle@atlantic.net.sg, marked for the attention of: Mr. Legal oot _ Bale Apart from the address, fax number, e-mail address and addressce set Out-above, any notice or other document to be served hereunder by Party B to Patty~A.may also be served at any other i address or to any other facsimile number, electronic mail address or addressee which Party A has notified Party B in advance in writing. & ae wm etre" Please note however that the notice in writing must be provided by Party A to Party B at least 15 days’ or more in advance to the change Y i taking effect. Any notice or other document to be served hereunder by” -y padre Party A to Party B or by Party B to Party A may be sent by pre-paid EB | fist class registered airmail, If s0, such notice or other document sent by pre-paid first class registered airmail unless proven to the contrary, lal 2b | shall be deemed to have been served on the tenth day following the date of posting, Any notice or other document to be served hereunder i by Party A to Party B or by Party B to Party A may alternatively be 20 | delivered by hand, Furthermore, any notice or other document to be served by Party A to Party B or by Party B to Party A hereunder may sat ub also be sent by facsimile process. Any such notice or other document to be served hereunder which is sent by facsimile process unless ‘proven to the contrary, shall be deemed to have been served upon Wansmission confirmation being received by the sender from the ———— org recipient's facsimile machine. Any notice or other document to be 4") served hereunder by Party A to Party B shall be served to the following iA \u address: Unit 2, 8" Floor, Paradise Junction, Singapore 888888, fax] pd © \ number: (65) 6987 6543, e-mail address: luc | marked to the attention of: Mr. Happy Golucky. Apart from the address, fax number, e-mail address and addressee set out above, any Totice or other document to be served hereunder by Party A to Party B aot may also be served at any other address or to any other facsimile y ©” number, electronic mail address or addressee which Party B-has. notified Party A in writing in_advanc However the same (9% —eyuitennenis aw eta herein above have to be satisfied as well i.e. the notice in writing must be provided by Party B to Party-A-at least 15. days” or more prior to the change taking effect! In addition, any notice orother dociiment to be served by Party A to Party Bor by Party B to NEAL Party A hereunder may furthermore be sent by electronic transmission WU € by either party. Such notice or other document to be served hereunder Q which is sent by electronic transmission by one party to the other unless proven to the contrary, shall be deemed to have been served upon the electronic transmission receipt being received from the recipientSee GAT aT e— pot ; NS “ich GN BL dt The shareholders of Good Times Pte Ltd (“Good Times”) are Wong, As Lim, and Standard Pte Ltd (“Standard”) holding 30%, 30% and 40% respectively of the nominal value of its equity share capital, Good Times is in the business of manufacturing microchips and production is carried out fiom a factory it owns in Singapore. Wong and Lim are directors of Good Times and another company known as Ever Ready Pte Ltd (Ever Ready) a company also in the computer industry, which is otherwise unrelated to Good Times. As is well known, there is a slowdown in the computer business and Good Times decided to approach ABC Bank for a loan, ABC Bank has instructed you to act for them and requires a fixed and floating charge over the assets (excluding real propetty) of Good Times as security. (a) Identify 5 searches you would conduct and briefly explain the reason for each search you propose. (>) ABC Bank has suggested that Ever Ready gives a guarantee to secure the loan. Is there any legal prohibition to the giving of such a guarantee? (©) Would your answer to (b) be different if instead of Wong, Lim and Standard, the shares of Good Times are owned legally and beneficially by Wong and Lim only? Due to a failure to agree on the terms of the loan, Good Times changed its mind about borrowing from ABC Bank. Wong fearing that his investments in Good ‘Times might drop in value, decided to sell all his shares to Lim and Standard, As both Lim and Standard do not have sufficient means to fund the purchase, they approach ABC Bank for a loan to fund their purchase As scourity they offered to have Good Times (which they will be in full control of) give a mortgage of its factory to ABC Bank. (d) Please explain whether there is any legal prohibition to Good Times giving the mortgage in favour of ABC Bank. You successfully assisted ABC Bank in creating the fixed and floating charge but inadvertently failed to file Forms £33 & 34 in relation thereto and this was only discovered 2 months later. (©) What is the consequence of that failure? Is there anything you can do to remedy it?