Ⅰ、True/False（20 points in all）

( ) 1. One of the advantages of a sole trader is easy to form.

( ) 2. In generally, shareholders do not have personal liability for the debts of the corporation.
( ) 3. A limited partnership consists of one or more general partners and two or more limited
partners.
( ) 4. The arbitration process is less formal and quicker than litigation in court.
( ) 5. The Product Quality Law does not apply to the construction projects.
( ) 6. Agent can perform legal acts that bind the principal.
( ) 7. In the case of failure to establish the company, the initiators shall bear joint liabilities for
the debts and expenses resulted from the activities prior to the incorporation of the company.
( ) 8. Shares can be issued at a discount on their nominal value.
( ) 9. Acceptance of a unilateral offer is effective upon full performance of the requested act.
Generally, no communication is necessary.
( ) 10. Goods bought for personal use are included under CISG.
Ⅱ、Noun explanation（30 points in all ）
1. General partnership

2. Legal entity (person)

3. Preference share

4. Apparent authority

5. Counteroffer

6. Strict liability
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III. Open Ended（30 points in all）
1. What are the duties of agent to principal?

2. Validity of agreement to arbitrate under the 2000 Uniform Arbitration Act in U.S.A.

3. How to understand “corporate governance”?

Ⅳ、Case analysis（20 points in all）

Case1. Danny Hill was an officer and the general manager of Southeastern Floor Covering
Company, Inc. (Southeastern). Southeastern did jobs in floor covering and ceilings for general
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contractors. Southeastern did much of its own work, and it subcontracted out the work it could not
do. Southeastern often subcontract asbestos removal work to Southern Interiors (Interiors).
In 2003, Southeastern bid on a job with Chata Construction Company for various works. Hill made
a deal with the owner of Interiors to bid on the asbestos work on the Chata project without
Southeastern being involved. Chata awarded the asbestos work to Interiors, and Hill made ﹩
90,000 on the transaction.
When Southeastern discovered this fact, it sued Hill to recover his secret profits.
Question:
(1) What were the duties of Hill to Southeastern? And what duties did Hill breach to Southeastern?
(2) How did the court deal with it?

Case2. On April 4, Company X, with its place of business in China, sent an offer by an e-mail to
Company Y, with its place of business in Australian. The offer concerned 50,000 meters
hand-printed cotton cloth and said it would remain open until April 30. On April 10, Company Y
answered by e-mail: “ The price is too high, and we are not interested in the offer.” But, on April 20,
the manager of Company Y changed his mind and sent another e-mail to accept the April 4 offer.
Question: Is there any contract between Company X and Company Y? and why?

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