Syllabus for Commercial Law

Students are required to demonstrate competence and achieve a pass in all three parts, except where they are eligible for exemption as may be approved by the Board.


Part A: Sale and Acquisition of Goods


Transfer of Title


  • The rule nemo dat quod non habet


  • Exceptions to nemo dat


  • Legal and Equitable Interest


Sale of Goods


  • Duties of Sellers and Buyers, Express and Implied Terms


  • Implied Terms


  • Passing of Property


  • Applicable nemo dat exceptions


  • Remedies


Non-sale Acquisitions: nemo dat and Gifts


  • Applicable nemo dat exceptions


  • Gifts – Conditional Gifts – Gifts of Future Property


Part B: Personal Property


Personal Property and Interests in Personal Property


  • Types of Personal Property – Chose in Possession – Chose in Action


  • Ownership (especially mere equities) – Possession (finders’ possessory


  • interests) – Bailment;


  • Legal and Equitable Assignment


Credit and Security


  • Types of Security: Pledges – Liens – Mortgages (other than of land) – Bills of Sale – Fixed and Floating Charges


  • Retention of Title (Romalpa) Clauses


  • Set-off;


  • Assignments of Choses in Action: Statutory, Legal and Equitable Assignments


  • Rules of Priority


  • Banking and Customer Relationship


  • Negotiable Instruments: Bills of Exchange


 Part C: Consumer Credit and Protection


Regulatory Framework


  • Money Lenders Ordinance and Pawn Brokers Ordinance


  • Function and Power of Consumer Council, Funds for Litigation and Group Litigation


Consumer Credit


  • ·         Law of Guarantees


Consumer Protection


  • Unconscionable Contracts Ordinance


  • Control of Exemption Clauses Ordinance


  • Supply of Services (Implied Terms) Ordinance


  • Money Lenders Ordinance


  • Protection of Vulnerable Consumers: Misrepresentation, Undue Influence, Duress


  • Powers and Responsibilities of Personal Guarantor


Doctrine of relation back and fraudulent preference

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