MGT388 Finance and Law for Engineers
Week1
Law
contents of law in this semester are contain with 4 topics:
contract law
Intellectual property (IP) law 知识产权法
Law of Torts 民事侵权法
Environmental law
Contract law
Common law:
The strength of an authority(威权) will depend upon it having like facts to the case in hand and generally that it was decided in a higher court.
The question of what amounts to ‘like facts’ is not always easy
Two very able advocates(提倡者) trying to persuade the court that the strength of authority supports their case rather than the opposition
Have no standard terms and conditions!!!
Contract law regards with civil(民法) law instead of criminal(刑法) law
criminal law: face to social security, operate by state, paid to state and must show defendant(被告) is guilty.
civil law: brought individual who fells have suffered, paid to party who bringing action and claimant(索赔人) must show defendant is liable ‘on the balance of probabilities’(the probability whether defendant is guilty based on evidence from two parties)
contract law regards private not public law
public sector(公共部门) follows public functions is public law, but they purchas pens or paying construction regards private law.
Generally, only the parties to the contract can enforce it in court
Common law and equity are two methods for the judge. common law means sertainty but equity means court can deal the case with discretionary(自由裁量权)
contract is an agreement giving rise to obligations which are enforced or recognised by law.
Why enter into a contract?
• Facilitate exchange/make bargains
• Plan commercial relationship
• Provide certainty
promises are made to be kept; contracts are made to be performed.
voluntarily(自愿的)
Normal method of remedy(解决方法) is awarding of damages. courts try to calculate the case that both parties follow contract and position they would be. sometime it will lead to ‘specific performance’, like enforce them continully follow the contract.
following components have valid contract:
offer
acceptance
consideration
intention to create legal relations
certainty
Week2
offer
Offer is an unequivocal indication of a willingness to be legally bound by a promise if the terms of the offer are met.
like said “100 pounds for each mouse and they will be delivered due to 25th Nov”.
but keep mind that price list and most advertisement are not offer. courts will evaluate if contents in an offer is detailed enough as a contract.
An offer may terminated at any point up until acceptance
An offer will lapse(失效) after a ‘reasonable’ time
An offer will lapse on the failure of a condition precedent
An offer will lapse on the death of the offerer (perhaps)
acceptance
an acceptance means absolute and unequivocal(明确的), and must be communicated (but not postal rule).
if have any attempt to vary term, a counter offer will kill the original offer
consideration
check any anlysis whether is a good bargain or not
but deed(契约) is differente than normal consideration. it may enforceable as what is known as a speciality contract.
intention to create legal relations
assessed objectively and rebuttable presumptions
certainty
Only certain types of contract are required to be in writing (e.g. land) but the more significant a contract the more sense there is in putting it in writing
contract obtains express terms and implied terms. courts may retrospectively( 回顾性地) imply terms into a contract.
the excluding or limiting liability can be included via parties reflects voluntary natureof freedom of contract.
How a contract can be discharged:
• Performance of contract
• By agreement of contractual parties
• Breach of contract
• Frustration of contract
• Contract is voidable due to conduct of a contracting party
Week 3
Discharge a contract:
•compelete the contract
•mutual agreement of contract perties
•breach of contract
•frustration(受挫) of contract
•improper conduct(不当行为)
breach of contract:
repudiatory breach, anticipatory breach
type of damges for breach contract:
punitive/exemplary damages
restitutory damages
compensatory damages: like cost of replacement performance, lost profits, damage to property, persinal injury, damages payable to customer, damage to commercial reputation, emotion distress, loss of pleasure
improperly conduct:
Where one party has acted improperly, the court may deem the contract ‘voidable’ (innocent party can choose to terminate)
1.Misrepresentation
2.Duress(胁迫) & Economic Duress
3.Undue Influence
Week 4
Intellectual Property
type of IP: information, creative expression and design, reputation(声誉), invention
remedies for infringement:
search order
injunctions(警告)
damages
account of profits
delivery up
destruction of the infringing items
limited criminal sanctions
Confidential Information
three requirements for legal protection
- Information must possess the necessary quality of confidence
- Information must have been imparted in circumstances imposing obligation(义务) of confidentiality
- An unauthorised use of that information
Defences to alleged breach of confidence
• Claimant gave consent for info to be disclosed
• Information already in public domain
• In the public interest for info to be disclosed
copyright
!!!Seeks to protect the tangible expression of an idea NOT the idea itself
Life plus 70 years
the copyright automatically vests to author of the work.
requirements:
• The work is original
• The work is recorded in a material form (i.e. protects expression not idea)
• A ‘substantial part’ of work is reproduced without permission
• Author or work is connected to a signatory state of Berne Convention
but author can transfer ownership of copyright
only copyright owner have right to copy, issue copies to public, perform, show, incude and adapt works.
primary infringement: restricyed acts
secondary infringement: Must show knew/had reason to believe items were infringing copies
defences to breach of copyright:
• Deny claimant is owner (or licensee) of copyright work
• Deny work is entitled to copyright protection
• Deny any infringing conduct has been committed
Week 5
trademark: a mark or device usually attached to goods or services which indicates a connection between those goods or services and the trade mark owner.
eample of trade marks: brand name, symbols, shapes, slogans, sounds, colours, celebrity’s image
those mark or device usually attached to goods or services which indicates a connection between those goods or services and the trade mark owner. a trade mark is regisered for a period of 10 years. is a trademark havn’t used for 5 years, it can be revoked.
a trade mark need determine the clear and precise subject matter to which peotection is afforded.
Absolute grounds for refusal: devoid of distinctive character, purely descriptive, estalished practice.
Relative grounds for refusal: if mark conflicts with an earlier trademark.
trade mark is protected by TMA.
Passing off: unregistered trademark
- protectable reputation.goodwill: must show business has protectable goodwill
- misrepresentation: miust show that infringing activity took place in the course of trade and the customers were being misled
- damage to goodwill: need show there have potential demage
Week 6
Patents(专利) is an exclusive right granted for an invention, which is a product or a process that provides, in general, a new way of
doing something, or offers a new technical solution to a problem
Patents can not freely used for 20 years
how to get a patent:
In European Patent Office(EPO), in several EPC members
In PCT, round the world
In UK patent Office, just in UK
The court must use a reference point in determining whether:
• There is an appropriate level of detail in a patent application
• The invention for which the application is made is indeed ‘a step forward’ in terms of development
can not be an invention:
discory, theory or marhematic method, artistic work, mantal act, game, or something is contrary to public policy or morality.
a patent only be granted id the invention is new, has inventive step, and is capable of industrial applicaiton
Financial
accets=non_current assets+current assets
资产=非流动资产+流动资产
equity=assets-liability
股本=资产-负债
Return on capital employed: Operating profit /(Equity + Non-Current Liabilities)
使用资本收益率:营业利润/(权益+非流动负债)
↑
Gross profit margin: Gross profit/Revenue
毛利率:毛利润/收入
↑
Operating profit margin: Operating profit/Revenue
营业利润率:营业利润/收入
↑
Asset turnover: Revenue /(Equity + non-current liabilities)
资产周转率:收入/(权益+非流动负债)
↑, means high current ratio
Inventory days: Closing Inventory x 365 days/Cost of sales
存货周转天数:期末存货x 365天/销售成本
→
Trade receivable days: Closing Trade receivables x 365 days/Revenue
应收账款周转天数:收账应收账款× 365天/收入
Trade payable days： Closing Trade payables x 365 days/Cost of sales
应付账款周转天数:收账应付账款× 365天/销售成本
Current ratio Current Assets/Current Liabilities
流动比率:流动资产/流动负债
↑: can replay the loan
Quick ratio: (Current Assets – Inventory )/Current Liabilities
速动比率:(流动资产-存货)/流动负债
↑: can replay loan swiftly
Gearing: Debt/Equity
杠杆比例:债务/股本
↓
Interest cover: Operating profit/Finance cost
利息:营业利润/财务成本
Dividend cover: Profit for the year/Dividend
利润股息比率:本年利润/股息
keep mind on profitability, liquidity and gearing.
prime cost: direct material or labour ect.
product cost: indirect costs+prime cost
period cost: other supporter cost like office, marketing ect.
total cost= product cost + period cost
Break-even point (BEP) =Fixed costs/Contribution per unit
盈亏平衡点（BEP）=固定成本/每单位的贡献
Margin of Safety=planed sales-Break-even point
安全边际=计划销售额-收支平衡点