[转帖]教学ACCA 2.2的感受和2006年6月份考试要点分析(申请加精！)

教学ACCA 2.2的感受和2006年6月份考试要点分析
contributed by Jimmy

笔者从事2.2的教学已经一年半了，带了三批学生。从已经出来的通过率看，2.2前两期的通过率达到了65%，在对外经贸大学的串讲班，通过率也达到了70%。对于2.2这门课程，中国学生普遍难以理解法律术语，又很难记住案例，而且很难理解案例分析，再加上不知道如何去答后面的案例分析题，所以通常通过率都不高。
所以我的教学方法就是：尽可能少让学生依赖课本阅读，而是反过来依照Exam Kit 的主线，将主要内容重新总结成以下几个主要方面:
1.       Contract law—offer and acceptance / exclusion clause / breach of contract / damage
2.       Company law—incorporation—the veil and lifting the veil of incorporation; company formation—documents, meetings, resolutions, company secretary; company management-director’s duty of care, disqualification, conflicts of interest; Insolvency—self and voluntary liquidation, compulsory liquidation, injunction, insider dealing and auditors, directors and minority protection issues.
3.       The UK legal system—civil law and criminal law, the structure of law making system; EU law system; concepts of law formation (I completely agree students shall opt out this question as it will take us lots of time to prepare, since it will only be in Section A, 10 marks each sitting, why not choose two contract law questions instead).
4.       The employment law. （I normally also suggest not to select this part, as company law and contract law is ok already, no need to take more questions）
5.       partnership law.
为了方便学生学习，我将所有的案例总结成了一个List，当然，这里面也有我们关老师的巨大贡献。关老师作了很多的工作。对此，表示衷心感谢！后面附录的考题总结，就是关老师的作品。希望对大家有所帮助！
下面我也作了一下今年考题的预测，希望对大家有帮助，但请大家不要完全只复习这些重点，因为预测通常难以保证准确性。

June 2006 2.2 possible questions
For Section A， it will test the law in a factual way. The questions are normally like:  at least one question on the English legal system, two on contract law, possibly one question on employment law, one on agency and/or partnerships and two to three on company law(6 out of 8 questions, that’s why I strongly suggest to give up one on employment and one on legal system, only focus on the remaining three areas to shorten the revision span and narrow the revision scope)
European Community  law (I suggest to give up to save time and efforts here) / Delegated legislation
[B]Contract Law:  [/B]Consideration (including Pinnel's case), offer and acceptance /  Discharge by performance  /  Restraint of trade /  Remedies for breach (including liquidated damages clauses)
[B]Company Law: [/B] Types of company  /  Memorandum of Association  /  Articles of Association  /  Discounts & premiums  /  Reductions of capital  / Debentures and charges  /  Directors  obligations, duties, disqualification, conflicts of interests / Auditors responsibility, employment, dismissal   /  Minority protection  /  Insolvency;
[B]Employment Law: [/B] duty of employer / constructive dismissal / contracts of service and contracts for service / fair or unfair dismissal;
[B]Agency and partnership: [/B]express and implied authority / agency of necessity and agency of ratification / termination of partnership
Section B questions could mainly come from law of contract and company law, or partnership, the most possible areas are:
Consideration –unilateral contract, Scenario based Q4, revision kit, FTC, 2004，已经总结在后面，供参考。
Offer and acceptance, postal rules
  
Insider Dealing—perhaps the examiner’s favorite topic, note the sensitivity in share dealings; conditions of insider dealing;
  
Directors duties, conflicts of interest, disqualification and minority rights protection;
  
Partnerships—agreement clauses, termination and division of liability
因为现在离考试已经很接近，我建议自学的同学也应该将考试前准备的重点放到FTC 的ExamKit 上，尽快做题，总结考官的理论要点、分析选择题的做法。只有将EK做了至少两遍以后，才可能掌握思路、熟悉各种题型、提高解题速度、考试时不会陌生和害怕。其实，2.2 是完全通过背诵即可通过的课程，只要多下功夫，就可通过。
A unilateral contract arises where one party promises something in return for some action on the part of another party. The offer of a reward is a typical example of such a case. There is no compulsion placed on the party undertaking the action.
An offer is a promise, capable of acceptance to be bound on particular terms. The person who makes the offer is the offeror; the person who receives the offer is the offeree. The offeror sets out the terms upon which the offeror is willing to enter into contractual relations with the offeree. An offer may, through acceptance by the offeree, result in a legally enforceable contract. An offer may be made to a particular person or to a particular group of people, in which case it is only open for those persons to whom the offer has been made to accept it. Alternatively, an offer may be made to the world at large, in which circumstances it can be accepted by anyone (Carlill v Carbolic Smoke Ball Co (1893)).

Acceptance does not have to be in the form of express words, as it may be implied from conduct (Brogden v Metropolitan Railway Co (1877)). Acceptance must be communicated to the offeror. As a consequence of this rule, silence cannot amount to acceptance. However, acceptance need not be communicated in relation to unilateral contracts where performance is the nature of the acceptance, and where the offeror is assumed to have waived the right to receive communication (Carlill v Carbolic Smoke Ball Co).

An offer may be revoked at any time before acceptance and once revoked it is no longer open to the offeree to accept the original offer. In relation to unilateral contracts, however, revocation is not possible once the offeree has started performing the task requested (Errington v Errington (1952)).

English law does not enforce gratuitous promises unless they are made by deed. There should therefore normally be consideration. Consideration can be understood as the price paid for a promise. In the case of unilateral contracts, where the offeror promises something in return for the offeree doing something, the promise only becomes enforceable when the offeree has actually performed the required act.

Courts will only enforce those agreements which the parties' intended to have legal effect. Applying the foregoing to the facts of the scenario it would appear that Adam made a unilateral offer to the world at large. Ben accepts it by performing the required act. It would therefore appear that Ben could claim the ￡100 from Adam.

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