Institute of Financial Accountants (IFA) Qualifications Corporate and Business Law Syllabus

Corporate and Business Law syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Corporate and Business Law in Institute of Financial Accountants (IFA) Qualifications, not a summary of it.

1. 1

   The English Legal System

   3 topics

   • Sources of law
     • Common law and equity
     • Legislation and statutory interpretation
     • Retained EU law and human rights
   • The court structure and civil procedure
     • Civil and criminal courts
     • Tribunals and alternative dispute resolution
   • Judicial precedent and the doctrine of stare decisis
2. 2

   The Law of Contract

   4 topics

   • Formation of a contract
     • Offer and acceptance
     • Consideration and intention to create legal relations
   • Contract terms
     • Conditions, warranties and innominate terms
     • Express, implied and exclusion clauses
   • Vitiating factors
     • Misrepresentation and mistake
     • Duress and undue influence
   • Discharge and remedies for breach
     • Damages, remoteness and mitigation
     • Specific performance and injunctions
3. 3

   The Law of Tort and Employment

   4 topics

   • Negligence and the duty of care
     • Breach, causation and remoteness
     • Professional negligence and economic loss
   • Vicarious liability
   • The contract of employment
     • Employee versus self-employed status
     • Implied duties of employer and employee
   • Termination of employment
     • Wrongful and unfair dismissal
     • Redundancy
4. 4

   Company Law and Business Structures

   4 topics

   • Business mediums and incorporation
     • Sole traders, partnerships and LLPs
     • Separate legal personality and the veil of incorporation
   • Company formation and constitution
     • Articles of association and the company's objects
     • Share capital and capital maintenance
   • Directors and corporate governance
     • Directors' statutory duties
     • Appointment, removal and disqualification
   • Company finance and insolvency
     • Debentures and charges
     • Administration, liquidation and winding up

Corporate and Business Law flashcards for Institute of Financial Accountants (IFA) Qualifications

18 of 52 cards from the Corporate and Business Law deck — real questions with worked answers.

1. What are the two main categories of sources of English law, and what does each consist of?

   (1) Legislation (statute law) — Acts of Parliament and delegated legislation made by bodies under powers granted by Parliament. (2) Case law (common law) — law developed by judges through court decisions, including equity. Retained/assimilated EU law also remains a residual source following Brexit.

2. Distinguish common law from equity, and state which prevails in a conflict.

   Common law is the body of law developed by the common law courts, offering damages as the standard remedy. Equity developed in the Court of Chancery to remedy common law's rigidity, offering discretionary remedies (injunction, specific performance, rescission, rectification). Where they conflict, equity prevails.

3. What is delegated (subordinate) legislation, and give three forms it takes?

   Law made by a person or body (other than Parliament) under authority delegated by an enabling/parent Act. Forms: (1) statutory instruments (Orders in Council, regulations), (2) bye-laws made by local authorities, (3) Court rules/professional regulations. It can be challenged as ultra vires.

4. State the three readings an Act of Parliament passes through in each House before Royal Assent.

   First Reading (formal introduction), Second Reading (debate on general principles), and Third Reading (final review after the Committee and Report stages). It passes through both the Commons and the Lords, then receives Royal Assent to become an Act.

5. Outline the hierarchy of the civil courts in England and Wales from lowest to highest.

   County Court and Magistrates' Court (civil matters) → High Court (King's Bench, Chancery, Family Divisions) → Court of Appeal (Civil Division) → Supreme Court. Some matters may be referred onward; the Supreme Court is the final domestic appeal court.

6. Under the Civil Procedure Rules, what are the three case-management tracks and their approximate financial thresholds?

   Small Claims track (generally up to £10,000), Fast track (generally £10,000–£25,000), and Multi-track (generally over £25,000 or complex cases). Allocation depends on value, complexity, and the parties' views; the 'overriding objective' is to deal with cases justly and proportionately.

7. What is the standard of proof in a civil case, and how does it differ from criminal?

   Civil: proved 'on the balance of probabilities' (more likely than not). Criminal: proved 'beyond reasonable doubt'. The civil burden generally rests on the claimant (the party who asserts).

8. Define the doctrine of judicial precedent (stare decisis).

   Stare decisis ('to stand by what is decided') is the principle that courts are bound to follow the legal reasoning of earlier decisions of higher (and sometimes equal) courts in cases with materially similar facts, promoting certainty and consistency.

9. Distinguish ratio decidendi from obiter dicta.

   Ratio decidendi is the binding legal principle on which the decision is based (the reason for deciding). Obiter dicta are statements 'by the way' not essential to the decision; they are persuasive only, not binding.

10. List three ways a judge may avoid following an otherwise binding precedent.

    (1) Distinguishing — showing the material facts differ. (2) Overruling — a higher court declaring an earlier precedent wrong (in a later, different case). (3) Reversing — a higher court changing the decision of a lower court in the same case. (Disapproving is a fourth, weaker option.)

11. List the essential elements required to form a valid simple contract.

    (1) Offer, (2) Acceptance, (3) Consideration, (4) Intention to create legal relations, and (5) Capacity. (Certainty of terms and absence of vitiating factors are also required for enforceability.)

12. Distinguish an offer from an invitation to treat, giving one example of each.

    An offer is a definite promise to be bound on specified terms (e.g., 'I will sell you my car for £500'). An invitation to treat is merely an invitation to make an offer (e.g., goods displayed in a shop window — Fisher v Bell; advertisements — Partridge v Crittenden).

13. State the postal rule of acceptance and one key exception.

    Postal rule (Adams v Lindsell): a posted acceptance takes effect when properly posted, not when received, provided post is a reasonable means. Exception: it does not apply to instantaneous communications (e.g., email, fax, telephone — Entores v Miles Far East), where acceptance is effective on receipt.

14. Define consideration and state the rule that 'consideration must be sufficient but need not be adequate'.

    Consideration is the price paid for the other party's promise — some benefit to the promisor or detriment to the promisee. It must be 'sufficient' (real, tangible, of recognised legal value) but need not be 'adequate' (it need not represent fair market value).

15. State the rule in Pinnel's Case regarding part payment of a debt.

    Part payment of a debt is not good consideration for a promise to discharge the whole debt (the creditor can still claim the balance). Exceptions include payment at a different place/time, with a chattel, or where promissory estoppel applies (Central London Property Trust v High Trees House).

16. What is the presumption regarding intention to create legal relations in (a) social/domestic agreements and (b) commercial agreements?

    (a) Social/domestic agreements: presumed NOT to be legally binding (Balfour v Balfour), rebuttable by evidence. (b) Commercial agreements: presumed to be legally binding, rebuttable only by clear words such as an 'honour clause' (Rose & Frank v Crompton).

17. Distinguish a condition from a warranty as contract terms, and state the remedy for breach of each.

    A condition is a fundamental term going to the root of the contract; breach allows the innocent party to repudiate (terminate) AND claim damages. A warranty is a minor term; breach only allows a claim for damages, not termination.

18. What is an innominate (intermediate) term, and how is the remedy for its breach decided?

    A term that cannot be classified in advance as a condition or warranty (Hong Kong Fir Shipping). The remedy depends on the seriousness of the consequences of the breach: if it deprives the innocent party of substantially the whole benefit, they may terminate; otherwise only damages.

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