© PassSQE on eBay
Solicitors Qualifying Examination (SQE)
SQE1 Revision Notes: FLK11
Table of Contents
Business Law and Practice.......................................................................................................2
Dispute Resolution................................................................................................................12
Contract Law.........................................................................................................................14
Tort Law................................................................................................................................21
The Legal System...................................................................................................................28
Human Rights........................................................................................................................31
1
This is a full set of the revision notes I made when I was preparing for the first sitting of SQE1 in November 2021.
The notes were originally made just for my own reference. While I passed the SQE in quintile 1, there is no
guarantee that every detail of this set of notes is accurate. You should read these notes as a guidance for your
revision. Always refer back to your textbooks for the most accurate and up-to-date position of the law. As I am
working a full-time job, I spent little time polishing the notes before putting them on eBay, so please forgive any
typos.
1
, © PassSQE on eBay
Business Law and Practice
Shorthand:
D: Director
WR: written resolution
GM: general meeting
OR: ordinary resolution
SR: special resolution
Co: Company
Bus: business
General
PLC: Public limited company
Company Secretary - Ltd may have. PLC must have.
⁃ Have ostensible authority
Statutory derivative action
⁃ 1. Prima facie case (only on applicant’s evidence)
⁃ 2. Person with duty to promote success of company - would he seek to continue?
Unfair prejudice petition / Just and equitable winding up (JEWU)
Principle of reflective loss
⁃ Shareholder cannot sue a wrongdoer to recover losses reflecting loss sustained
by company
AGM
⁃ Private Co: no longer needed, but removal of Ds/ auditors before end of term
—> need resolution at meeting
⁃ Need 28 days’ notice of motion before meeting
⁃ Cannot be done by written resolutions (WR)
⁃ D has right to be heard
⁃ 5% members can requisition a GM
⁃ Must call GM in 21 days; hold within 28 days of notice convening meeting
14 clear days’ notice for GM
21 clear days’ for AGM
⁃ Can shorten notice with 90% members for LTD / 95% for PLC
⁃ For AGM of PLC —> need 100% to abridge notice period
OR / SR - basis: total VR entitled to vote.
2
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Exemption of D liability / indemnity (unless insurance) - void in articles
Appointment of D
⁃ PLC - appointment of 2 or + persons as Ds by single resolution at GM is void,
unless unanimous agreement
Company Loan to D
⁃ Need OR
⁃ If loan to D of HoldCo - need ORs from both parent and sub
⁃ Exceptions:
⁃ Less than 50k,
⁃ Loan for duties related to company
—
D duty to promote success includes:
⁃ Employees
⁃ Community and environment
⁃ Quality
⁃ Relationship with suppliers
Declaration of interest
⁃ General - if D is member of another company (transaction with company A)
⁃ Specific and each time - if D is also D of another co
—> if conflict - need approval of rest of board, not just sit out
Ds forbidden to receive benefits, unless so minor not to sway
Substantial NON-CASH ASSET transaction —> need OR
⁃ If more than 100k
⁃ Or more than 10% NAV if asset is over 5k
⁃ If Co contracts with D of parent co - need OR
⁃ Also applies to family / trust / Ps
Loan transactions:
⁃ Not required OR if:
⁃ Emet expenditure of business / perform duties - if Not exceed 50k
⁃ Small loans. / credit not exceeding 10k
⁃ Proceedings re work
Ds service contract
⁃ Co needs to keep copy for 1 year after expiration
⁃ Members can inspect and get copy
Turquand rule
3
, © PassSQE on eBay
⁃ No duty to inspect AOA when transacting with co - no constructive notice
⁃ Not apply if counter party is a D of the company, or a company 20% controlled by
a D.
—> irregular contract
—> D is personally liable to account for gain & indemnify co of loss
Wrongful trading
⁃ No reasonable prospects of avoiding insolvency
⁃ Every step to minimise loss to creditors
D’s WR has to be unanimous; SH’s doesn’t have to be
Members have no right to inspect board minutes
4
Solicitors Qualifying Examination (SQE)
SQE1 Revision Notes: FLK11
Table of Contents
Business Law and Practice.......................................................................................................2
Dispute Resolution................................................................................................................12
Contract Law.........................................................................................................................14
Tort Law................................................................................................................................21
The Legal System...................................................................................................................28
Human Rights........................................................................................................................31
1
This is a full set of the revision notes I made when I was preparing for the first sitting of SQE1 in November 2021.
The notes were originally made just for my own reference. While I passed the SQE in quintile 1, there is no
guarantee that every detail of this set of notes is accurate. You should read these notes as a guidance for your
revision. Always refer back to your textbooks for the most accurate and up-to-date position of the law. As I am
working a full-time job, I spent little time polishing the notes before putting them on eBay, so please forgive any
typos.
1
, © PassSQE on eBay
Business Law and Practice
Shorthand:
D: Director
WR: written resolution
GM: general meeting
OR: ordinary resolution
SR: special resolution
Co: Company
Bus: business
General
PLC: Public limited company
Company Secretary - Ltd may have. PLC must have.
⁃ Have ostensible authority
Statutory derivative action
⁃ 1. Prima facie case (only on applicant’s evidence)
⁃ 2. Person with duty to promote success of company - would he seek to continue?
Unfair prejudice petition / Just and equitable winding up (JEWU)
Principle of reflective loss
⁃ Shareholder cannot sue a wrongdoer to recover losses reflecting loss sustained
by company
AGM
⁃ Private Co: no longer needed, but removal of Ds/ auditors before end of term
—> need resolution at meeting
⁃ Need 28 days’ notice of motion before meeting
⁃ Cannot be done by written resolutions (WR)
⁃ D has right to be heard
⁃ 5% members can requisition a GM
⁃ Must call GM in 21 days; hold within 28 days of notice convening meeting
14 clear days’ notice for GM
21 clear days’ for AGM
⁃ Can shorten notice with 90% members for LTD / 95% for PLC
⁃ For AGM of PLC —> need 100% to abridge notice period
OR / SR - basis: total VR entitled to vote.
2
, © PassSQE on eBay
Exemption of D liability / indemnity (unless insurance) - void in articles
Appointment of D
⁃ PLC - appointment of 2 or + persons as Ds by single resolution at GM is void,
unless unanimous agreement
Company Loan to D
⁃ Need OR
⁃ If loan to D of HoldCo - need ORs from both parent and sub
⁃ Exceptions:
⁃ Less than 50k,
⁃ Loan for duties related to company
—
D duty to promote success includes:
⁃ Employees
⁃ Community and environment
⁃ Quality
⁃ Relationship with suppliers
Declaration of interest
⁃ General - if D is member of another company (transaction with company A)
⁃ Specific and each time - if D is also D of another co
—> if conflict - need approval of rest of board, not just sit out
Ds forbidden to receive benefits, unless so minor not to sway
Substantial NON-CASH ASSET transaction —> need OR
⁃ If more than 100k
⁃ Or more than 10% NAV if asset is over 5k
⁃ If Co contracts with D of parent co - need OR
⁃ Also applies to family / trust / Ps
Loan transactions:
⁃ Not required OR if:
⁃ Emet expenditure of business / perform duties - if Not exceed 50k
⁃ Small loans. / credit not exceeding 10k
⁃ Proceedings re work
Ds service contract
⁃ Co needs to keep copy for 1 year after expiration
⁃ Members can inspect and get copy
Turquand rule
3
, © PassSQE on eBay
⁃ No duty to inspect AOA when transacting with co - no constructive notice
⁃ Not apply if counter party is a D of the company, or a company 20% controlled by
a D.
—> irregular contract
—> D is personally liable to account for gain & indemnify co of loss
Wrongful trading
⁃ No reasonable prospects of avoiding insolvency
⁃ Every step to minimise loss to creditors
D’s WR has to be unanimous; SH’s doesn’t have to be
Members have no right to inspect board minutes
4
